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

 

SMART FOR LIFE, INC.

(Exact name of registrant as specified in its charter)

   

Nevada		81-5360128
(State or other jurisdiction of incorporation or organization)		(I.R.S. 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)

 

N/A

(Former name, former address and former fiscal year, if changed since last report)

 

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

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

 

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

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐ No ☒

 

As of November 17, 2023, there were 796,666 shares of the registrant’s common stock issued and outstanding.

 

 

 

Smart for Life, Inc.

 

Quarterly Report on Form 10-Q

 Period Ended September 30, 2023

 

TABLE OF CONTENTS

 

PART I
FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37
Item 4.	Controls and Procedures	37
PART II
OTHER INFORMATION
Item 1.	Legal Proceedings	38
Item 1A.	Risk Factors	38
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38
Item 3.	Defaults Upon Senior Securities	38
Item 4.	Mine Safety Disclosures	38
Item 5.	Other Information	38
Item 6.	Exhibits	39

 

 

PART I

FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS.

 

SMART FOR LIFE, INC.

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

		Page
Condensed Consolidated Balance Sheets as of September 30, 2023 (unaudited) and December 31, 2022 (As Adjusted)		2
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2023 and 2022 (unaudited)		3
Condensed Consolidated Statements of Changes in Stockholders’ Equity (deficit) for the Three and Nine Months Ended September 30, 2023 and 2022 (unaudited)		4
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2023 and 2022 (unaudited)		5
Notes to Unaudited Condensed Consolidated Financial Statements		6

 

 

SMART FOR LIFE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

SEPTEMBER 30, 2023 AND DECEMBER 31, 2022

 

		September 30, 2023				December 31, 2022
		(Unaudited)				(As adjusted)
ASSETS
Current assets:
Cash		$	8,890			$	69,714
Accounts receivable, net			412,547				561,894
Inventory, net			1,987,730				2,665,501
Prepaid expenses and other current assets			139,928				306,867
Total current assets			2,549,095				3,603,976
Property and equipment, net			311,472				482,219
Intangible assets, net			14,341,745				16,462,158
Goodwill			5,816,100				5,816,100
Deposits and other assets			98,947				109,638
Operating lease right-of-use assets			2,421,550				2,672,866
Total other assets			22,989,814				25,542,981
Total assets		$	25,538,909			$	29,146,957
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable		$	4,241,956			$	4,123,837
Accrued expenses			3,420,964				1,888,013
Accrued expenses, related parties			157,938				947,951
Contract liabilities			750,739				662,879
Preferred stock dividends payable			600,750				600,750
Operating lease liability, current			347,852				303,819
Debt, current, net of unamortized debt discounts			4,404,462				6,616,273
Total current liabilities			13,924,661				15,143,522
Long-term liabilities:
Operating lease liability, noncurrent			2,157,344				2,423,446
Debt, noncurrent, net of unamortized debt issuance cost			8,505,068				13,941,973
Total long-term liabilities			10,662,412				16,365,419
Total liabilities			24,587,073				31,508,941
Commitments and contingencies
Stockholders’ Equity (Deficit)
Preferred stock, $0.0001 par value, 10,000,000 shares authorized
Series A Convertible Preferred Stock, $0.0001 par value, 8,000 shares authorized and 0 and 1,000 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively			—				—
Series B Preferred Stock, $0.0001 par value, 5,000,000 shares authorized and 34,818 and 0 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively (liquidation preference of $7,764,414 at September 30, 2023)			4				—
Common Stock, $0.0001 par value, 55,555,556 shares authorized, 631,600 and 81,729 issued and outstanding as of September 30, 2023 and December 31, 2022, respectively			63				8
Additional paid in capital			58,792,603				42,630,423
Accumulated deficit			(57,840,834	)			(44,992,415	)
Total stockholders’ equity (deficit)			951,836				(2,361,984	)
Total liabilities and stockholders’ equity (deficit)		$	25,538,909			$	29,146,957

 

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

 

 

SMART FOR LIFE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

(UNAUDITED)

 

		Three Months Ended September 30,								Nine Months Ended September 30,
		2023				2022				2023				2022
Revenues
Products		$	2,744,306			$	4,501,657			$	7,077,105			$	11,537,041
Advertising			5,999				855,328				361,470				2,560,321
Total revenues			2,750,305				5,356,985				7,438,575				14,097,362
Cost of revenues
Products			1,688,097				2,094,198				4,528,103				6,281,486
Advertising			522				630,123				279,037				1,884,479
Total cost of revenues			1,688,619				2,724,321				4,807,140				8,165,965
Gross profit			1,061,686				2,632,664				2,631,435				5,931,397
Operating expenses
Selling, general and administrative			1,238,625				1,760,381				3,838,333				5,139,263
Compensation – administrative			2,046,220				1,479,816				4,929,327				5,120,518
Professional services			349,098				316,440				1,565,396				1,622,871
Consulting fees – related parties			19,139				—				46,686				—
Impairment of intangible assets			—				—				466,737				—
Depreciation and amortization expense			615,810				522,412				1,814,613				1,375,514
Total operating expenses			4,268,892				4,079,049				12,661,092				13,258,166
Operating loss			(3,207,206	)			(1,446,385	)			(10,029,657	)			(7,326,769	)
Other income (expense)
Other income (expense)			19,820				(183,189	)			333,498				(693,614	)
Gain on debt extinguishment			16,021				—				273,058				134,956
Change in fair value of derivative liability			—				108,426				—				146,513
Interest expense			(1,172,742	)			(426,573	)			(3,425,318	)			(14,168,479	)
Total other income (expense)			(1,136,901	)			(501,336	)			(2,818,762	)			(14,580,624	)
Net loss		$	(4,344,107	)		$	(1,947,721	)		$	(12,848,419	)		$	(21,907,393	)
Series A preferred stock dividends			—				—				—				(600,750	)
Net loss attributable to common stockholders			(4,344,107	)			(1,947,721	)			(12,848,419	)			(22,508,143	)
Loss per share, basic and diluted		$	(7.51	)		$	(31.29	)		$	(42.13	)		$	(361.62	)
Weighted average shares outstanding, basic and diluted			578,686				62,242				304,950				62,242

 

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

 

 

SMART FOR LIFE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

(UNAUDITED)

 

For the Three and Nine Months Ended September 30, 2023

 

		Preferred Stock								Common Stock								Additional Paid-In				Accumulated
		Shares				Amount				Shares				Amount				Capital				Deficit				Total
Balance, January 1, 2023			1,000			$	—				81,729			$	8			$	42,630,423			$	(44,992,415	)		$	(2,361,984	)
Exercise of warrants			—				—				6,833				1				118				—				119
Stock based compensation			—				—				—				—				52,473				—				52,473
Net loss			—				—				—				—				—				(4,284,315	)			(4,284,315	)
Balance, March 31, 2023			1,000				—				88,562				9				42,683,014				(49,276,730	)			(6,593,707	)
Conversion of notes and interest			29,398				3				—				—				6,462,686				—				6,462,689
Conversion of preferred stock			(1,000	)			—				3,334				—				—				—				—
Stock based compensation			—				—				—				—				27,735				—				27,735
Stock issued for services			—				—				1,112				—				99,199				—				99,199
Conversion of board fees			135				—				—				—				30,000				—				30,000
Conversion of accrued compensation			5,285				1				—				—				1,178,340				—				1,178,341
Exercise of warrants			—				—				292,783				29				5,424,964				—				5,424,993
Shares issued for cash, net			—				—				96,166				10				2,151,300				—				2,151,310
Net loss			—				—				—				—				—				(4,219,997	)			(4,219,997	)
Balance, June 30, 2023			34,818			$	4				481,957			$	48			$	58,057,238			$	(53,496,727	)		$	4,560,563
Stock issued for services			—				—				15,083				2				49,998				—				50,000
Exercise of warrants			—				—				129,598				13				(13	)			—				—
Shares issued in connection with reverse stock split			—				—				4,962				—				—				—				—
Stock based compensation			—				—				—				—				685,380				—				685,380
Net loss			—				—				—				—				—				(4,344,107	)			(4,344,107	)
Balance, September 30, 2023			34,818			$	4				631,600			$	63			$	58,792,603			$	(57,840,834	)		$	951,836

 

For the Three and Nine Months Ended September 30, 2022

 

		Preferred Stock								Common Stock								Additional Paid-In				Accumulated
		Shares				Amount				Shares				Amount				Capital				Deficit				Total
Balance, January 1, 2022			8,000			$	1				30,973			$	3			$	8,923,858			$	(15,014,600	)		$	(6,090,738	)
Stock issued for cash with initial public offering			—				—				3,200				1				10,623,491				—				10,623,492
Series A warrants issued in connection with initial public offering			—				—				—				—				1,902,689				—				1,902,689
Series B warrants in connection with initial public offering			—				—				—				—				158,558				—				158,558
Warrants issued in connection with debt			—				—				—				—				65,624				—				65,624
Stock issued upon exercise of Series B Warrants			—				—				3,195				—				—				—				—
Stock issued upon conversion of convertible notes			—				—				2,755				—				5,622,885				—				5,622,885
Stock issued in connection with acquisition			—				—				95				—				—				—				—
Stock issued for conversion of accounts payable			—				—				33				—				147,223				—				147,223
Stock issued for services			—				—				1,949				—				822,626				—				822,626
Stock issued upon conversion of preferred stock			(7,000	)			(1	)			23,332				2				(1	)			—				—
Common stock issued under future equity agreements			—				—				4,820				1				10,844,959				—				10,844,960
Preferred stock dividend payable			—				—				—				—				(85,417	)			—				(85,417	)
Net loss			—				—				—				—				—				(16,574,477	)			(16,574,477	)
Balance, March 31, 2022			1,000				—				70,352				7				39,026,495				(31,589,077	)			7,437,425
Common stock issued upon conversion of promissory note			—				—				163				—				73,727				—				73,727
Common stock issued upon option exercise			—				—				435				—				—				—				—
Preferred stock dividend payable			—				—				—				—				(159,916	)			—				(159,916	)
Change in derivative liability			—				—				—				—				32,959				—				32,959
Net loss			—				—				—				—				—				(3,385,195	)			(3,385,195	)
Balance, June 30, 2022			1,000			$	—				70,950			$	7			$	38,973,265			$	(34,974,272	)		$	3,999,000
Common stock issued upon exercise of series B warrants			—				—				4				1				—				(1	)			—
Net loss			—				—				—				—				—				(1,947,721	)			(1,947,721	)
Balance, September 30, 2022			1,000			$	—				70,754			$	8			$	38,973,265			$	(36,921,994	)		$	2,051,279

 

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

 

 

SMART FOR LIFE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

(UNAUDITED)

 

		Nine Months Ended September 30,
		2023				2022
Cash flows from operating activities:
Net loss		$	(12,848,419	)		$	(21,907,393	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt issuance cost			1,150,800				1,737,976
Discount on debt obtained			—				(302,045	)
Depreciation and amortization expense			1,814,613				1,375,514
Gain on extinguishment of debt			(273,058	)			(134,956	)
Impairment on intangible assets			466,737				—
Stock-based compensation			765,588				822,626
Interest expense associated with future equity agreements			—				10,844,961
Non-cash financing expenses – stock issued for services			149,200				—
Non-cash operating lease costs, net			29,247				17,539
Change in value of derivative liability			—				127,214
Provision for bad debt			195,400				6,731
Changes in operating assets and liabilities:
Accounts receivable, net			(46,053	)			(314,587	)
Inventory			677,771				(2,208,654	)
Prepaid expenses and other current assets			166,939				53,749
Deposits and other assets			10,714				(1,822	)
Accounts payable			157,789				1,597,032
Accrued expenses			2,040,792				48,496
Accrued expenses, related parties			388,327				449,497
Contract liabilities			87,860				296,255
Net cash used in operating activities			(5,065,754	)			(7,491,867	)
Cash flows from investing activities:
Cash paid for acquisition of Ceautamed			—				(3,000,000	)
Additions to property and equipment			(3,450	)			(72,271	)
Net cash used in investing activities			(3,450	)			(3,072,271	)
Cash flows from financing activities:
Payments to related parties			—				(1,711,600	)
Receipts from related parties			—				390,041
Proceeds from initial public offering			—				12,738,288
Proceeds from issuance of common stock, net			2,151,310				—
Proceeds from exercise of warrants			5,425,112				—
Proceeds from debt			2,749,791				8,151,889
Repayments on debt			(5,317,833	)			(8,852,491	)
Payment of fees from issuance of common stock			—				(53,549	)
Net cash provided by financing activities			5,008,380				10,662,578
Net increase (decrease) in cash			(60,824	)			98,440
Cash, beginning of period			69,714				205,093
Cash, end of period		$	8,890			$	303,533
Supplemental disclosure of cash flow information:
Interest paid		$	1,661,288			$	3,257,894
Taxes paid		$	—			$	—
Non-cash investing and financing activities:
Stock issued for conversion of accounts payable		$	—			$	147,223
Stock issued for conversion of accrued compensation		$	1,178,311			$	—
Stock issued for conversion of convertible notes and interest		$	6,462,691			$	5,622,885
Stock issued for exercise of warrants		$	13			$	—
Conversion of notes payable to accrued expenses		$	49,192			$	—
Conversion of interest to notes payable		$	334,950			$	—
Stock issued for conversion of accrued board fees		$	30,000			$	—
Debt issued in connection with acquisition of Ceautamed		$	—			$	5,600,000
Equipment obtained with financing		$	—			$	181,815

 

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

 

 

SMART FOR LIFE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2023 AND 2022

(UNAUDITED)

 

Note 1 — Description of Business

 

Smart for Life, Inc., formerly Bonne Santé Group, Inc. (“SMFL”), is a Nevada corporation which was formed on February 2, 2017. Structured as a global holding company, it is engaged in the development, marketing, manufacturing, acquisition, operation and sale of a broad spectrum of nutraceutical and related products with an emphasis on Health & Wellness.

 

On March 8, 2018, SMFL acquired 51% of Millenium Natural Manufacturing Corp. and Millenium Natural Health Products, Inc. On October 8, 2019, SMFL entered into an agreement to acquire the remaining 49% of these companies, subject to certain conditions which were subsequently met. On September 30, 2020, the name of Millenium Natural Manufacturing Corp. was changed to Bonne Sante Natural Manufacturing, Inc. (“BSNM”), and on November 24, 2020, Millenium Natural Health Products Inc. was merged into BSNM. Based in Doral, Florida, BSNM operates a 22,000 square-foot FDA-certified manufacturing facility. It manufactures nutritional products for a significant number of customers.

 

On July 1, 2021, SMFL acquired 100% of Doctors Scientific Organica, LLC d/b/a Smart for Life, Oyster Management Services, Ltd., Lawee Enterprises, L.L.C. and U.S. Medical Care Holdings, L.L.C. On August 27, 2021, SMFL transferred all of the equity interests of Oyster Management Services, Ltd., Lawee Enterprises, L.L.C. and U.S. Medical Care Holdings, L.L.C. to Doctors Scientific Organica, LLC. On May 19, 2022, SMFL acquired 100% of Lavi Enterprises, LLC. On the same date, SMFL transferred all of the equity interests of Lavi Enterprises, LLC to Doctors Scientific Organica, LLC. On December 13, 2022, Oyster Management Services, Ltd. was converted to a limited liability company known as Oyster Management Services, L.L.C. As a result of the foregoing, Oyster Management Services, L.L.C., Lawee Enterprises, L.L.C., U.S. Medical Care Holdings, L.L.C. and Lavi Enterprises, LLC are now wholly owned subsidiaries of Doctors Scientific Organica, LLC (collectively, “DSO”). Based in Riviera Beach, Florida, DSO operates a 30,000 square-foot FDA-certified manufacturing facility. DSO manufactures and sells weight management foods and related products. Additionally, DSO provides manufacturing services for other customers.

 

On August 24, 2021, Smart for Life Canada Inc. (“DSO Canada”) was established as a wholly owned subsidiary of Doctors Scientific Organica, LLC in Canada. SMFL Canada sells retail products through a retail store location in Montreal Canada and the same location also acts as distribution center for international direct to consumer and big box customers. It maintains inventory and employees at this location.

 

On November 8, 2021, SMFL acquired 100% of Nexus Offers, Inc. (“Nexus”). Nexus is a network platform in the affiliate marketing space. Affiliate marketing is an advertising model in which a product vendor compensates third-party digital marketers to generate traffic or leads for the product vendor’s products and services. The third-party digital marketers are referred to as affiliates, and the commission fee incentivizes them to find ways to promote the products being sold by the product vendor. Based in Miami, Florida, Nexus operates virtually.

 

On December 6, 2021, SMFL acquired 100% of GSP Nutrition Inc. (“GSP”). GSP is a sports nutrition company that offers nutritional supplements for athletes and active lifestyle consumers under the Sports Illustrated Nutrition brand. Based in Miami, Florida, GSP operates virtually. 

 

On July 29, 2022, SMFL acquired 100% of Ceautamed Worldwide, LLC and its wholly-owned subsidiaries Wellness Watchers Global, LLC and Greens First Female LLC (collectively, “Ceautamed”). Ceautamed is based in Boca Raton, Florida and owns the Greens First line of branded products which have been specifically marketed to the healthcare provider sector. 

 

On August 15, 2022, SMFL entered into a joint venture with a seller of Ceautamed to form Smart Acquisition Group, LLC. This subsidiary is 50% owned by the Company and 50% owned by Stuart Benson, the former owner and principal of Ceautamed. This company was formed to expand M&A growth initiatives through the identification, negotiation, financing and acquisition of companies by SMFL. As of September 30, 2023, there are no assets or activity associated with this joint venture.

 

 

SMART FOR LIFE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2023 AND 2022

(UNAUDITED)

 

Note 2 — Summary of Significant Accounting Policies

 

Principles of Consolidation

 

The condensed consolidated financial statements reflect the consolidated operations of SMFL and its wholly owned subsidiaries BSNM, DSO, DSO Canada, Nexus, GSP, and Ceautamed (collectively the “Company”) and are prepared in the United States Dollars in accordance with generally accepted accounting principles in the United States of America (“GAAP”). Intercompany balances and transactions have been eliminated in consolidation.

 

Basis of Presentation

 

The Company’s fiscal year end is December 31. The Company uses the accrual method of accounting. The accompanying unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements. The December 31, 2022 balance sheet has been derived from audited consolidated financial statements.

 

The accompanying unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2023 and 2022 have been prepared in accordance with GAAP for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements.

 

The unaudited financial information included in this report includes all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary to reflect a fair statement of the results for the interim periods. The results of operations for the nine months ended September 30, 2023 are not necessarily indicative of the results of the full fiscal year.

 

The condensed consolidated financial statements included in this report should be read in conjunction with the financial statements and notes thereto included in the Company’s financial statements for the fiscal year ended December 31, 2022.

 

The December 31, 2022 condensed consolidated balance sheet reflected within the accompanying condensed consolidated financial statements reflects a change for a correction of an immaterial error. The error pertains to the classification of assets acquired in the acquisitions of Nexus and Ceautamed. A reclassification of $4,464,100 from intangible assets to goodwill is reflected within these condensed consolidated financial statements.

 

On April 24, 2023, the Company effected a 1-for-50 reverse stock split. The impact of this transaction is reflected within all common stock, options, and warrant information retrospectively in these condensed consolidated financial statements.

 

On August 2, 2023, the Company effected a 1-for-3 reverse stock split. The impact of this transaction is reflected within all common stock, options, and warrant information retrospectively in these condensed consolidated financial statements. As a result of the reverse stock split, the Company’s authorized common stock decreased to 166,666,667 shares.

 

On October 27, 2023, the Company effected a 1-for-3 reverse stock split. The impact of this transaction is reflected within all common stock, options, and warrant information retrospectively in these condensed consolidated financial statements. As a result of the reverse stock split, the Company’s authorized common stock decreased to 55,555,556 shares.

 

Liquidity, Capital Resources and Going Concern

 

The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has sustained recurring losses and has a deficiency in working capital of approximately $11.4 million at September 30, 2023, a net loss for the nine months ended September 30, 2023 of $12.8 million, and cash used in operating activities of $5.1 million, which raises substantial doubt about its ability to continue as a going concern. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with GAAP applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations in the normal course of business. Management believes that current available resources will not be sufficient to fund the Company’s planned expenditures over the next 12 months. These factors, individually and collectively indicate that a material uncertainty exists that raises substantial doubt about the Company’s ability to continue as a going concern for one year from the date of issuance of these condensed interim consolidated financial statements. 

 

The Company will be dependent upon the raising of additional capital through placement of common shares, and/or debt financing in order to implement its business plan and generating sufficient revenue in excess of costs. If the Company raises additional capital through the issuance of equity securities or securities convertible into equity, stockholders will experience dilution, and such securities may have rights, preferences or privileges senior to those of the holders of common stock or convertible senior notes. If the Company raises additional funds by issuing debt, the Company may be subject to limitations on its operations, through debt covenants or other restrictions. There is no assurance that the Company will be successful with future financing ventures, and the inability to secure such financing may have a material adverse effect on the Company’s financial condition. These unaudited condensed consolidated financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.

 

 

SMART FOR LIFE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2023 AND 2022

(UNAUDITED)

 

Use of Estimates

 

The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. These estimates include, among other items, assessing the collectability of receivables, the realization of deferred taxes, useful lives and recoverability of tangible and intangible assets, assumptions used in the valuation of options and warrants, the computation of revenue based on the proportional delivery of services, and accruals for commitments and contingencies. Some of these estimates can be subjective and complex and, consequently, actual results could differ materially from those estimates.

 

Cash Equivalents

 

The Company considers all highly liquid investments purchased with an original maturity of three (3) months or less to be cash equivalents. At September 30, 2023 and December 31, 2022, there were no cash equivalents.

 

Accounts Receivable and Allowance for Doubtful Accounts

 

The Company’s allowance for doubtful accounts represents the Company’s estimate for uncollectible receivables based on a review of specific accounts and the Company’s historical collection experience. The Company writes off specific accounts based on an ongoing review of collectability, as well as management’s past experience with the customers. Accounts receivables are presented net of an allowance for doubtful accounts of $78,947 and $57,581 at September 30, 2023 and December 31, 2022, respectively.

 

Inventory

 

Inventory consists of raw materials, packaging materials, and finished goods and is valued at the lower of cost (first-in, first-out) (replacement cost or net realizable value). An allowance for inventory obsolescence is provided for slow moving or obsolete inventory to write down historical cost to net realizable value. The Company primarily performs its manufacturing for functional foods and nutraceuticals in the form of bars, cookies, powders, tablets and capsules.

 

The allowance for obsolescence is an estimate established through charges to cost of goods sold. Management’s judgment in determining the adequacy of the allowance is based upon several factors which include, but are not limited to, analysis of slow-moving inventory, analysis of the selling price of inventory, the predetermined shelf life of the product, and management’s judgment with respect to current economic conditions. Given the nature of the inventory, it is reasonably possible the Company’s estimate of the allowance for obsolescence will change in the near term.

 

Property and Equipment

 

Property and equipment are recorded at cost. Expenditures for major betterments and additions are charged to the asset accounts, while replacements, maintenance and repairs which do not improve or extend the lives of the respective assets are charged to expense as incurred. The Company provides for depreciation and amortization over the estimated useful lives of various assets using the straight-line method ranging from 3-7 years.

 

Goodwill

 

The Company allocates goodwill to reporting units based on the reporting unit expected to benefit from the business combination. The Company evaluates its reporting units on an annual basis and, if necessary, reassign goodwill using a relative fair value allocation approach. Goodwill is tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on December 31 and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, or sale or disposition of a significant portion of a reporting unit.

 

No goodwill impairments were recognized during the three and nine months ended September 30, 2023 and 2022.

 

Intangible Assets

 

Intangible assets consist of customer contracts, developed technology, non-compete agreements, license agreements, patents, tradenames, supplier contracts, and intellectual property acquired in the acquisitions of BSNM, DSO, Nexus, GSP, and Ceautamed. The Company amortizes intangible assets with finite lives on a straight-line basis over their estimated useful lives which ranges from 3 to 15 years.

 

 

SMART FOR LIFE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2023 AND 2022

(UNAUDITED)

 

Long-Lived Assets

 

The Company assesses potential impairments to its long-lived assets when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recovered. An impairment loss is recognized when the undiscounted cash flows expected to be generated by an asset (or group of assets) is less than its carrying amount. Any required impairment loss is measured as the amount by which the asset’s carrying value exceeds its fair value and is recorded as a reduction in the carrying value of the related asset and a charge to operating results. The Company recognized an impairment related to the affiliate relationships associated with the Nexus subsidiary of $466,737, and $0 for the nine months ended September 30, 2023 and 2022, respectively.

 

Lease Right-of-Use Assets and Liabilities

 

The Company records a right-of-use (“ROU”) asset and lease liability on the condensed consolidated balance sheets for all leases with terms longer than 12 months. Leases are classified either as finance or operating with the classification affecting the pattern of expense recognition.

 

Related Parties

 

The Company follows Accounting Standards Codification (“ASC”) 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions (see Note 13).

 

Debt Issuance Costs

 

In accordance with ASC 835-30, Other Presentation Matters, the Company has reported debt issuance cost as a deduction from the carrying amount of debt and amortizes these costs using the effective interest method over the term of the debt as interest expense.

 

Fair Value Measurement

 

Under ASC Topic 820, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., an exit price). ASC Topic 820 establishes a hierarchy for inputs to valuation techniques used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that reflect assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. There are three levels to the hierarchy based on the reliability of inputs, as follows:

 

Level 1 -

Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

 

Level 2 -

Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets and liabilities in markets that are not active.

 

Level 3 -

Unobservable inputs for the asset or liability. The degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3.

 

The Company’s cash and cash equivalents are measured using Level 1 inputs and include cash on hand, deposits in banks, certificates of deposit and money market funds. Due to their short-term nature, the carrying amounts reported in the consolidated balance sheets approximate the fair value of cash and cash equivalents.

 

The Company has certain assets that are measured at fair value on a non-recurring basis including those described in Note 6 —Intangible Assets, and are adjusted to fair value only when the carrying values are more than the fair values. The categorization of the framework used to price the assets is considered a Level 3 measurement due to the subjective nature of the unobservable inputs used to determine the fair value.

 

Certain nonfinancial assets and liabilities are measured at fair value on a non-recurring basis and are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment. The estimated fair value of financial instruments is determined using the best available market information and appropriate valuation methodologies. Considerable judgment is necessary, however, in interpreting market data to develop the estimates of fair value. Accordingly, the estimates presented are not necessarily indicative of the amounts that the Company could realize in a current market exchange, or the value that ultimately will be realized upon maturity or disposition. In the evaluation of the estimated value of such assets, data for determining the value of the estimates are utilized based on the relevant facts and circumstances. The use of different market assumptions may have a material effect on the estimated fair value amounts.

 

 

SMART FOR LIFE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2023 AND 2022

(UNAUDITED)

 

Revenue Recognition

 

The Company evaluates and recognizes revenues by:

 

●

identifying the contract(s) with the customer,

 

●

identifying the performance obligations in the contract,

 

●

determining the transaction price,

 

●

allocating the transaction price to performance obligations in the contract; and

 

●

recognizing revenue as each performance obligation is satisfied through the transfer of a promised good or service to a customer (i.e., “transfer of control”).

 

Products (BSNM, DSO, GSP, and Ceautamed)

 

The Company generates product revenues by manufacturing and packaging of nutraceutical products as a contract manufacturer for customers. The majority of the Company’s revenue is recognized when it satisfies a single performance obligation by transferring control of its products to a customer. Control is generally transferred when the Company’s products are either shipped or delivered based on the terms contained within the underlying contracts or agreements. The Company’s general payment terms are short-term in duration. The Company does not have significant financing components or payment terms. The Company records deferred revenues for prepaid amounts from customers due to no performance obligations being met at such time. The Company did not have any material unsatisfied performance obligations at September 30, 2023 or December 31, 2022.

 

Distribution expenses to transport the Company’s products, where applicable, and warehousing expense after manufacture are accounted for within operating expenses.

 

Advertising /Marketing (Nexus)

 

Nexus generates advertising revenue when sales of listed products are sold by product vendors through its network as a result of the marketing efforts of digital marketers. The products on the network come from several different customers, which pay Nexus a specific amount per sale, the amount of which is dictated by the customer. The revenue is recognized upon the sale of a product by the customer, net of fraudulent traffic or disputed transactions. A portion of the specific amount received by Nexus for that sale is paid out to the digital marketer as a commission, which is recorded in cost of sales.

 

Nexus’ general payment terms are short-term in duration. Nexus does not have significant financing components or payment terms. Nexus did not have any material unsatisfied performance obligations at September 30, 2023 or December 31, 2022.

 

Freight

 

Freight costs are recorded in cost of goods sold as incurred. Freight costs for the nine months ended September 30, 2023 and 2022 amounted to $231,897 and $754,909, respectively. Freight costs for the three months ended September 30, 2023 and 2022 were $61,952 and $226,063, respectively.

 

Advertising

 

Advertising costs are expensed as incurred. Advertising costs for the nine months ended September 30, 2023 and 2022 were $1,369,031 and $1,618,467, respectively. Advertising costs for the three months ended September 30, 2023 and 2022 were $501,874 and $621,841, respectively.

 

Paycheck Protection Program

 

The Company records Paycheck Protection Program (“PPP”) loan proceeds in accordance with ASC 470, Debt. Debt is extinguished when either the debtor pays the creditor or the debtor is legally released from being the primary obligor, either judicially or by the creditor.

 

Stock-based Compensation

 

The Company recognizes expense for stock options and warrants granted over the vesting period based on the fair value of the award at the grant date and valued using a Black-Scholes option pricing model to determine the fair market value of the stock options and warrants. Forfeitures are reduced from options and warrants outstanding and the Company calculates the amount of tax benefit available by tracking each stock option award on an employee-by-employee basis and on a grant-by-grant basis. The Company then compares the recorded expense to the tax deduction received for each stock option and warrant grant. The Company’s policy is to recognize forfeitures as they occur.

 

 

SMART FOR LIFE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2023 AND 2022

(UNAUDITED)

 

Income Taxes

 

The Company accounts for income taxes under the provisions of ASC 740, Income Taxes. The Company records a liability for uncertain tax positions when it is probable that a loss has been incurred and the amount can be reasonably estimated. At September 30, 2023 and December 31, 2022, the Company had no liabilities for uncertain tax positions. The Company continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. The Company’s tax years subject to examination by tax authorities generally remain open for three (3) years from the date of filing.

 

The provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. Due to the continued losses, the Company has recorded a full valuation allowance at the end of September 30, 2023 and December 31, 2022.

 

Employee Retention Credits

 

In accordance with the 2022 CARES Act, the Company filed for Employee Retention Credits for applicable periods in 2020 and 2021. As amounts to be refunded are subject to IRS calculations, and the timing for processing of the credits are unknown, the Company recognizes as other income amounts refunded upon the receipt of the payment. During the nine months ended September 30, 2023 and 2022 the Company received $586,556 and $0, respectively.

 

Net Loss Per Share

 

Basic and diluted net loss per share of common stock for the three and nine months ended September 30, 2023, and 2022 was determined by dividing net loss by the weighted average shares of common stock outstanding during the period. The Company’s potentially dilutive shares, consisting of 974,513 warrants and 304,511 stock options, have not been included in the computation of dilutive net loss per share for the 2023 periods as the result would be antidilutive. The Company’s potentially dilutive shares, consisting of 483,174 warrants and 8,334 stock options, have not been included in the computation of dilutive net loss per share for the 2022 periods as the result would be antidilutive.

 

Recent Accounting Standards Not Yet Adopted

 

On August 5, 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-06, “Debt – Debt With Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40),” which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU is part of the FASB’s simplification initiative, which aims to reduce unnecessary complexity in GAAP. This ASU is effective for fiscal years beginning after December 31, 2023. The Company is evaluating the impact the adoption will have on the financial statements.

 

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments—Credit Losses (Topic 326)—Measurement of Credit Losses on Financial Instruments”, which has been subsequently amended (“ASU 2016-13”). This updated accounting guidance significantly changes the impairment model for most financial assets and certain other instruments. ASU 2016-13 will require immediate recognition of estimated credit losses expected to occur over the remaining life of many financial assets, which will generally result in earlier recognition of allowances for credit losses on trade receivables, loans and other financial instruments. This update is effective for the Company’s fiscal year beginning after December 15, 2022, including interim periods within those fiscal years. The Company adopted this new standard on January 1, 2023, and the adoption had no material impact on the Company's consolidated financial statements.

 

Note 3 — Correction of Prior Period Immaterial Errors

 

The Company has identified immaterial errors in the Company’s previously issued consolidated financial statements related to intangible assets and goodwill. The error pertains to the classification of assets acquired in the acquisition of Nexus, whereby intangible assets, and the value of such assets, were overstated and goodwill was understated.

 

In evaluating whether the previously issued Consolidated Financial Statements were materially misstated for the interim or annual periods prior to December 31, 2022, the Company applied the guidance of ASC 250, Accounting Changes and Error Corrections, SEC Staff Accounting Bulletin (“SAB”) Topic 1.M, Assessing Materiality and SAB Topic 1.N, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements and concluded that the effect of the errors on prior period annual financial statements was immaterial. The guidance states that prior-year misstatements which, if corrected in the current year would materially misstate the current year’s financial statements, must be corrected by adjusting prior year financial statements, even though such correction previously was and continues to be immaterial to the prior-year financial statements. Correcting prior-year financial statements for such immaterial misstatements does not require previously filed reports to be amended.

 

The adjustments required to correct the misstatement in the financial statements for the year ended December 31, 2022 are reflected in the consolidated balance sheet. The amount of the reclassification is $4,134,000.

 

As a result of the misstatement pertaining to the reclassification of the intangible assets, the Company noted an immaterial error associated with the recording of amortization expense. The Company recorded an error totaling $279,575 of amortization during the year ended December 31, 2022, and $67,075 for the three months ended March 31, 2023, respectively, collectively $346,768 that should not have been expensed. In accordance with ASC 250, Accounting Changes and Error Correction, the change in estimate for the fiscal year 2023 and beyond is reported on a prospective basis and the prior financial statements are not restated.

 

SMART FOR LIFE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2023 AND 2022

(UNAUDITED)

 

The Company also reclassified $340,100 from intangible assets to goodwill as the result of the obtained independent professional purchase price allocation related to the acquisition of Ceautamed.

 

The Company’s consolidated balance sheets have been revised from the amounts previously reported to correct the error and the impact of the purchase price allocation change as shown in the table below. See Note 6.

 

Consolidated Balance Sheet as of December 31, 2022

 

		As Previously Reported				PPA Finalization				Corrections				As Adjusted
Intangible assets, net		$	20,936,258			$	(340,100	)		$	(4,134,000	)		$	16,462,158
Goodwill			1,342,000				340,100				4,134,000				5,816,100

 

Condensed Consolidated Balance Sheet as of March 31, 2023

 

		As Previously Reported				PPA Finalization				Corrections				As Adjusted
Intangible assets, net		$	20,326,040			$	(340,100	)		$	(4,134,000	)		$	15,851,940
Goodwill			1,342,000				340,100				4,134,000				5,816,100

 

Note 4 — Inventory

 

Inventory consisted of the following:

 

		September 30, 2023				December 31, 2022
Raw materials		$	541,520			$	644,202
Packaging materials			906,386				946,884
Finished goods			438,476				1,074,415
Inventory in transit			101,348				—
		$	1,987,730			$	2,665,501

 

Note 5 — Property and Equipment

 

Property and equipment consisted of the following:

 

		Estimated Useful Lives (in Years)		September 30, 2023				December 31, 2022
Furniture and fixtures		7		$	9,139			$	9,139
Equipment – manufacturing		5			1,346,152				1,342,702
Building and equipment		5			3,839				3,840
Leasehold improvements		3.5			90,099				90,099
					1,449,229				1,445,780
Less: accumulated depreciation and amortization					(1,137,757	)			(963,561	)
Property and equipment, net				$	311,472			$	482,219

 

 

SMART FOR LIFE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2023 AND 2022

(UNAUDITED)

 

Depreciation and amortization expense for the nine months ended September 30, 2023 and 2022 totaled $174,174 and $222,184, respectively, which is included in depreciation and amortization expense. Depreciation and amortization expense for the three months ended September 30, 2023 and 2022 totaled $46,271 and $80,006, respectively, which is included in depreciation and amortization expense.

 

Note 6 — Intangible Assets

 

Intangible assets consisted of the following:

 

		Estimated Useful Lives (in Years)		September 30, 2023				December 31, 2022 (As adjusted)
Customer contracts		7-10		$	6,375,525			$	6,842,262
Developed technology		15			1,660,000				1,660,000
Non-compete agreements		3			840,000				840,000
Patents		5-10			2,950,000				2,950,000
Tradename		10-15			4,170,000				4,170,000
Supplier contracts		10			1,800,000				1,800,000
Licenses agreements		5			584,220				584,220
Total intangible assets					18,379,745				18,846,482
Less: amortization					(4,038,000	)			(2,384,324	)
Intangibles, net				$	14,341,745			$	16,462,158

 

The allocation of the Nexus purchase price in 2021 to intangibles assets, including customer contracts and non-compete agreements, was based on provisional valuations performed to estimate the fair value of the assets as of the acquisition date. During the three months ended June 30, 2023, the Company noted that an immaterial error existed in the recording of the allocation of the intangible assets and has reclassified $4,134,000 from intangible assets to goodwill.

 

The allocation of the Ceautamed purchase price in 2022 to intangibles assets, including customer contracts and non-compete agreements, was based on provisional valuations performed to estimate the fair value of the assets as of the acquisition date. The Company engaged an independent valuation firm to perform a purchase price allocation, noting differences in the intangible assets and values. The independent valuation resulted in reclassification of the assets which have been represented in the December 31, 2022 balances. Additionally, $340,100 was reclassified from intangible assets to goodwill. 

 

The table below identifies the changes to each of the intangible assets as a result of the PPAs obtained related to the Nexus and Ceautamed acquisitions.

 

		December 31, 2022 previously reported				PPA Adjustments				December 31, 2022 (As Adjusted)
Customer contracts		$	17,046,076			$	(10,203,814	)		$	6,842,262
Developed technology			1,570,000				90,000				1,660,000
Non-compete agreements			1,595,530				(755,530	)			840,000
Patents			230,000				2,720,000				2,950,000
Tradename			2,010,000				2,160,000				4,170,000
Intellectual property			385,199				(385,199	)			—
Supplier contracts			—				1,800,000				1,800,000
Licenses agreements			584,220				—				584,220
Total intangible assets		$	23,421,025			$	(4,574,543	)		$	18,846,482

 

 

SMART FOR LIFE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2023 AND 2022

(UNAUDITED)

 

As a result of decreased revenues within the Nexus subsidiary during the six months ended June 30, 2023, which are not expected to recover to similar levels, the Company determined that a triggering event occurred requiring an impairment analysis in accordance with ASC 360. The impairment analysis resulted in the Company recognizing an impairment of the affiliate relationship asset associated with Nexus of $466,737.

 

Amortization for the three months ended September 30, 2023 and 2022 was $569,539 and $442,405, respectively, which is included in depreciation and amortization expense.

 

Amortization for the nine months ended September 30, 2023 and 2022 was $1,640,439 and $1,148,603, respectively, which is included in depreciation and amortization expense.

 

The future amortization is as follows:

 

Years Ending December 31:
2023 (remainder of year)		$	569,537
2024			2,278,242
2025			1,918,440
2026			1,354,076
2027			1,236,022
Thereafter			6,985,428
Total		$	14,341,745

 

Note 7 — Leases

 

Leases Involving Real Estate

 

Leases of distribution and manufacturing facilities, customer support centers and the Company’s corporate headquarters have lease terms that generally range from 5 to 7 years.

 

Rental payments on these leases typically provide for fixed minimum payments that increase over the lease term at predetermined amounts. Certain leases of real estate provide for rental increases based on the consumer price index, which are included in the Company’s measurement of lease payments based on the rate or index in effect at lease commencement and are therefore included in the measurement of the lease liabilities.

 

Leases Involving Equipment

 

Equipment leases have lease terms that generally range from less than 4 years to 5 years. Rental payments on these leases typically provide for fixed minimum payments that increase over the lease term at predetermined amounts, are included in the measurement of lease payments, and are included in the measurement of lease liabilities. Certain leases involving equipment have purchase options. When those options are reasonably certain of being exercised, the Company reflects such purchase options when measuring the lease term and lease payments for those leases.

 

Financial Information

 

The following provides information about the Company’s right of use assets and lease liabilities for its operating and finance leases as of September 30, 2023 and December 31, 2022:

 

		Balance Sheet classification		September 30, 2023				December 31, 2022
Right of use assets Operating leases		Operating leases right-of-use asset		$	2,421,550			$	2,672,866
Lease liabilities
Current
Operating leases		Operating lease liabilities, current portion			347,852				303,819
Noncurrent
Operating leases		Operating lease liabilities, non-current portion			2,157,344				2,423,446
Total lease liabilities				$	2,505,196			$	2,727,265

 

The components of the Company’s lease costs for the nine months ended September 30, 2023 and 2022 are as follows:

 

		Income Statement Classification		September 30, 2023				September 30, 2022
Rent expense		General and administration		$	431,227			$	492,142

 

 

SMART FOR LIFE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2023 AND 2022

(UNAUDITED)

 

Supplemental cash flow information related to Company’s leases for the nine months ended September 30, 2023:

 

		Operating leases
Cash paid for amounts included in the measurement of lease liabilities		$	431,227

 

Weighted average remaining lease term and weighted average discount rate for the Company’s leases as of September 30, 2023:

 

		Operating leases
Weighted average remaining term (in years)			4.84
Weighted average discount rate			12.00	%

 

Annual maturity analysis of the Company’s lease liabilities as of September 30, 2023:

 

		Operating leases
2023		$	156,089
2024			633,037
2025			651,828
2026			671,213
2027			658,622
Thereafter			636,776
Total payments			3,407,565
Less: interest			(902,369	)
Present value of lease liability			2,505,196
Less: Current portion of lease liabilities			(347,852	)
Noncurrent portion of lease liabilities		$	2,157,344

 

Note 8 — Debt

 

Original Issue Discount Subordinated Debentures

 

In June 2022, the Company commenced offerings of original issue discount subordinated debentures. As of September 30, 2023, the Company has completed multiple closings and issued debentures in the aggregate principal amount of $5,142,040, of which $1,229,413 was issued with issuance costs of $184,413 for the nine months ended September 30, 2023. The debentures contain an original issue discount of 15%, or an aggregate original issue discount of $771,183. As a result, the total purchase price was $4,370,858. The debentures bear interest at a rate of 17.5% per annum and are due from January through November 2024. The outstanding principal amount and all accrued interest is due and payable on the earlier of (i) the completion of the Company’s next equity financing in which it receives gross proceeds in excess of $20 million, (ii) twenty-four months after the date of issuance or (iii) within 30 days after election of repayment from the holder so long as the election is after the 6-month anniversary of the debenture. The Company may voluntarily prepay the debentures in whole or in part without premium or penalty. The debentures contain customary events of default for a loan of this type. The debentures are unsecured and are subordinated in right of payment to the prior payment in full of all senior indebtedness and are pari passu in right of payment to any other unsecured indebtedness incurred by the Company in favor of any third party. As of September 30, 2023, the outstanding principal balance of the debentures was $4,252,947, the unamortized debt issuance cost was $173,423 and accrued interest was $866,272. On May 30, 2023, two of the debenture agreements totaling $250,000 were converted into 1,121 shares of the Company’s series B preferred stock, at a conversion price of $223.01. During the nine months ended September 30, 2023, an aggregate of $1,045,000 was raised via these debentures.

 

 

SMART FOR LIFE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2023 AND 2022

(UNAUDITED)

 

Original Issue Discount Secured Subordinated Note

 

On July 29, 2022, the Company entered into a securities purchase agreement with an accredited investor, pursuant to which it sold an original issue discount secured subordinated note in the principal amount of $2,272,727 to such investor. The note contains an original issue discount of 12%, or $272,727. As a result, the total purchase price was $2,000,000, the proceeds of which were used to fund the acquisition of Ceautamed. The note shall bear interest at the rate of 16% per annum and matures on July 29, 2027. The outstanding principal and all accrued interest shall be amortized on a 60-month straight-line basis. The Company may prepay the principal and all accrued and unpaid interest on the note without penalty, in whole or in part; provided however, in no event before January 15, 2023, unless with the explicit prior written approval of the holder. The note contains customary events of default for a loan of this type. The note is guaranteed by BSNM, DSO, Nexus, GSP and Ceautamed and is secured by a security interest in all of the assets of the Company and such guarantors; provided that such security interest is subordinate to the rights of the lenders under any senior indebtedness (as defined in the note). As of September 30, 2023 the outstanding principal balance of the note was $2,217,853 the unamortized debt issuance cost was $186,548 and accrued interest was $413,189. During the nine months ended September 30, 2023, the Company recognized $63,477 of interest expense associated with the amortization of the debt issuance cost.

 

Acquisition Notes

 

On July 1, 2021, the Company issued a 6% secured subordinated promissory note in the principal amount of $3,000,000 to a related party, Sasson E. Moulavi (“Dr. Moulavi”), in connection with the acquisition of DSO. This note accrues interest at 6% per annum and the outstanding principal and interest will be amortized on a straight-line basis and are payable quarterly in accordance with the amortization schedule, with all amounts due and payable on July 1, 2024. On November 29, 2022, the Company entered into a letter agreement with Sasson E. Moulavi to amend the terms of the note. Pursuant to the letter agreement, the parties agreed to amend and restate the note to amend the amortization schedule, with the first payment deferred until February 15, 2023 and all amounts due and payable on August 15, 2024. In exchange for the agreement of Dr. Moulavi to enter into the letter agreement, the Company agreed to (i) issue to Dr. Moulavi 100,000 shares of common stock under the Company’s 2022 Equity Incentive Plan and (ii) pay to Dr. Moulavi a fee of $50,000 in cash, which shall be paid upon completion of the Company’s anticipated debt financing and is included in debt balance. The Company may prepay all or any portion of this note any time prior to maturity without premium or penalty. This note contains customary covenants and events of default for a loan of this type, including if a default occurs under any senior secured indebtedness to banks and other financial institutions or private equity funds, and is secured by a security interest in all of the assets of DSO; provided that such security interest is subordinate to the rights of the lenders under any such senior secured indebtedness. During the nine months ended September 30, 2023, the Company made principal cash payments of $150,000 and $196,000 for the new note. On May 25, 2023 the note was modified whereby $1,500,000 in principal amount of the note was converted to 6,727 shares of the Company’s series B preferred stock. The remaining $1,400,000 of principal plus accrued interest of $334,950 was converted into a new note with the same interest rate and maturity date. As of September 30, 2023, the outstanding principal balance of this note was $1,538,950 and accrued interest was $32,574.

 

On November 8, 2021, the Company issued a 5% secured subordinated promissory note in the principal amount of $1,900,000 to related parties, Justin Francisco and Steven Rubert, in connection with the acquisition of Nexus. This note accrued interest at 5% per annum and the outstanding principal and interest was amortized on a straight-line basis and are payable quarterly in accordance with the amortization schedule attached to the note, with all amounts due and payable on November 8, 2024. On May 25, 2023, the note and accrued interest $12,966 was converted to 8,579 shares of the Company’s series B preferred stock which resulted in the note being fully paid at September 30, 2023.

 

On July 29, 2022, the Company issued secured subordinated convertible promissory notes in the aggregate principal amount of $2,150,000 in connection with the acquisition of Ceautamed, which are partially with a related party. The notes bore interest at the rate of 5% per annum with all principal and accrued interest being due and payable in one lump sum on July 29, 2025; provided that upon an event of default (as defined in the notes), such interest rate shall increase to 10%. On May 25, 2023, the note and accrued interest of $89,584 was converted to 10,458 shares of the Company’s series B preferred stock which resulted in the note being fully paid at September 30, 2023.

 

 

SMART FOR LIFE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2023 AND 2022

(UNAUDITED)

 

On July 29, 2022, the Company issued secured subordinated promissory notes in the aggregate principal amount of $2,150,000 in connection with the acquisition of Ceautamed, which are partially with a related party. The notes shall bear interest at the rate of 5% per annum and mature on July 29, 2025; provided that upon an event of default (as defined in the notes), such interest rate shall increase to 10%. The outstanding principal and all accrued interest shall be amortized on a five-year straight-line basis and payable quarterly in accordance with the amortization schedule to the notes. The Company may redeem all or any portion of the notes at any time without premium or penalty. The notes contain customary covenants and events of default for loans of this type, including upon any default under the senior indebtedness (as defined in the notes). The notes are guaranteed by Ceautamed and are secured by a security interest in all of the assets of such guarantors; provided that such security interest is subordinate to the rights of the lenders under any such senior indebtedness. As of September 30, 2023, the outstanding principal balance of these notes was $2,203,993, unamortized debt issuance cost was $0 and accrued interest was $196,552.

 

On July 29, 2022, the Company issued secured subordinated promissory notes in the aggregate principal amount of $1,300,000 in connection with the acquisition of Ceautamed, which are partially with a related party. The notes bear interest at the rate of 5% per annum with all principal and accrued interest being due and payable in one lump sum ninety (90) days from the date of the note; provided that upon an event of default (as defined in the notes), such interest rate shall increase to 10%. On November 28, 2022, the Company entered into letter agreements with the holders of most of the notes to amend the terms of these notes. Pursuant to letter agreements, the parties agreed to extend the maturity date to June 1, 2023 and agreed to a seven month payment schedule, with the first payment due December 1, 2022. The parties also agreed to increase the default interest rate from 10% to 15%. The Company also agreed that if an event of default (as defined in the notes) has occurred and is continuing, then the Company shall not create any senior indebtedness (as defined in the notes) without the consent of the holders of a majority of the principal amount of the notes. In exchange for the agreement of the holders to enter into the letter agreements, the Company agreed to pay certain amendment fees as more particularly described in the letter agreements. On April 1, 2023, the Company entered into letter agreements with the holders of most of the notes, pursuant to which the Company agreed to pay the remaining balance of the notes in two payments on May 1, 2023 and June 1, 2023. One of the note holders agreed to settle the amount due to the holder for a lesser amount, resulting in a gain on extinguishment of debt of $60,764. In addition, the Company agreed to prepay a portion of the outstanding principal and accrued interest on the notes upon the occurrence of any of the following events: (i) in the event the Company receives any tax refunds claimed with respect to an “employee retention credit” pursuant to Section 2301 of the CARES Act (or any corresponding or similar provisions of state or local law) or receives any cash from factoring or assigning the right to receive such tax refunds, the Company must prepay $150,000 of the outstanding principal and accrued interest on the notes; (ii) in the event the Company or any its subsidiaries raise capital through the issuance of any convertible debentures, the Company must prepay the outstanding principal and accrued interest on the notes in an amount equal to one-third (1/3) of the net proceeds from such financing; and (iii) in the event the Company or any of its subsidiaries consummates an equity or equity-linked capital raise with the assistance of an investment bank, the Company must prepay the outstanding principal and accrued interest on the notes in an amount equal to one-third (1/3) of the proceeds raised by the Company or any of its subsidiaries, up to an aggregate amount of $350,000, plus any then overdue principal payments. The Company is in the process of negotiating a similar extension of one remaining note in the principal amount of $100,000. The Company may redeem all or any portion of the notes at any time without premium or penalty. The notes contain customary covenants and events of default for loans of this type, including upon any default under the senior indebtedness (as defined in the notes). The notes are guaranteed by Ceautamed and are secured by a security interest in all of the assets of such guarantors; provided that such security interest is subordinate to the rights of the lenders under any such senior indebtedness. As of September 30, 2023, the outstanding principal balance of these notes was $90,000, unamortized debt issuance cost was $0 and accrued interest was $5,350.

 

 

SMART FOR LIFE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2023 AND 2022

(UNAUDITED)

 

Other Promissory Notes and Cash Advances

 

Promissory Notes

 

On July 1, 2021, the Company entered into a loan agreement with Diamond Creek Capital, LLC for a term loan in the principal amount of up to $3,000,000. The loan bears interest at a rate of 15.0% per annum, provided that upon an event of default, such rate shall increase by 5%. The loan was due and payable on the earlier of July 1, 2022 or upon completion of the Company’s initial public offering (the “IPO”). The Company repaid $1,325,000 of the principal balance and $27,604 of the interest from the proceeds of the IPO. In connection with such repayment, the lender agreed that the remaining loan is due and payable on July 1, 2023. On April 20, 2023, the Company entered into a third amendment to the loan agreement, which provides that the Company shall make a payment towards the reduction of principal in the amount of $250,000 within two business days of the earlier to occur of the following events: (i) the Company receives any tax refunds claimed with respect to an “employee retention credit” pursuant to Section 2301 of the CARES Act (or any corresponding or similar provisions of state or local law) or receives any cash from factoring or assigning the right to receive such tax refunds, or (ii) the completion of a public offering of securities pursuant to a Registration Statement on Form S-3. In addition, within two business days following the completion of a public offering of securities pursuant to a Registration Statement on Form S-1, the Company agreed to pay in full all outstanding amounts owing under the loan agreement. The amendment also provides that following the payment of $250,000 described above, monthly payments of principal and interest pursuant to shall be an aggregate of $30,000 per month, until the amounts owing under the loan agreement are paid in full. The loan is secured by all of the Company’s assets and contains customary events of default. As of September 30, 2023, the outstanding principal balance of this note was $638,062 and accrued interest was $0. As of September 30, 2023, the Company was in compliance with the covenants related to this note.

 

In 2018, the Company entered into an amended loan agreement and convertible promissory note for $200,000 with a third party. On September 30, 2023, the outstanding amount was $100,000 and accrued interest was $158,518. The amended loan agreement and convertible promissory note (convertible at fair value of shares) was in default at September 30, 2023.

 

On October 12, 2022, the Company issued promissory notes in the principal amount of $258,000 to third parties. These promissory notes bear interest of 15% to 20% and are payable on December 2022 and January 2023. During the nine months ended September 30, 2023, the Company made various principal and interest payments on the notes. On May 26, 2023, only the remaining principal balance of $105,000 was converted into 489 shares of the Company’s series B preferred stock, the accrued interest was not converted. As of September 30, 2023, the outstanding principal balance was $0 and accrued interest was $14,329.

 

On November 2, 2022, the Company issued a promissory note to a board member in the principal amount of $50,000. This note bears interest at a rate of 12% and is due on demand. During the nine months ended September 30, 2023 the principal balance was paid in full, however the accrued interest was not paid. At September 30, 2023, the outstanding amount was $0 and accrued interest was $2,387.

 

On December 6, 2022, the Company issued a promissory note to a board member in the principal amount of $30,000. This note bore interest at a rate of 12% and was due on demand. The remaining principal balance of $30,000 as of May 26, 2023 was converted into 142 shares of the Company’s series B preferred stock which resulted in the note being fully paid at September 30, 2023.

 

On December 21, 2022, the Company issued a promissory note to a board member in the principal amount of $100,000. This note bore interest at a rate of 12% and was due on demand. The remaining principal balance of $100,000 as of May 26, 2023 was converted into 472 shares of the Company’s series B preferred stock which resulted in the note being fully paid at September 30, 2023.

 

On February 8, 2023, the Company issued a promissory note to a board member in the principal amount of $50,000. This note bore interest at a rate of 12% and was due on demand. The remaining principal balance as of May 26, 2023 was converted into 232 shares of the Company’s series B preferred stock which resulted in the note being fully paid at September 30, 2023.

 

On February 14, 2023, the Company issued a promissory note to a third party in the principal amount of $50,000. This note bore interest at a rate of 12% and was due on demand. During the nine months ended September 30, 2023, the Company made various principal and interest payments on the notes. The remaining principal balance of $20,000 as of May 26, 2023 was converted into 93 shares of the Company’s series B preferred stock. At September 30, 2023, the outstanding amount was $0 and accrued interest was $992. 

 

On February 16, 2023, the Company issued a promissory note to a third party in the principal amount of $50,000. This note bore interest at a rate of 12% and was due on August 26, 2023. The remaining principal balance as of May 26, 2023 was converted into 224 shares of the Company’s series B preferred stock which resulted in the note being fully paid at September 30, 2023. At September 30, 2023, the outstanding amount was $0 and accrued interest was $2,153.

 

 

SMART FOR LIFE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2023 AND 2022

(UNAUDITED)

 

On March 7, 2023, the Company issued a promissory note to a board member in the principal amount of $137,000. This note bears interest at a rate of 12% and is due on demand. During the nine months ended September 30, 2023, the Company made various principal and interest payments on the notes. On May 26, 2023, $50,000 of principal and $1,137 of interest was converted 230 shares of into the Company’s series B preferred stock. At September 30, 2023, the outstanding amount was $51,294 and accrued interest was $4,086.

 

On April 13, 2023, the Company issued a promissory note to a third party in the principal amount of $59,000. This note bore interest at a rate of 12% and was due on demand. The remaining principal balance as of May 26, 2023, was converted into 273 shares of the Company’s series B preferred stock which resulted in the note being fully paid at September 30, 2023.

 

On April 21, 2023, the Company issued a promissory note to a board member in the principal amount of $53,000. This note bears interest at a rate of 12% and is due on demand. At September 30, 2023, the outstanding amount was $30,000 and accrued interest was $800.

 

On June 22, 2023, the Company issued a promissory note to a board member in the principal amount of $118,000. This note bears interest at a rate of 17.5% and is due on demand. At September 30, 2023, the outstanding amount was $118,000 and accrued interest was $5,658.

 

On July 12, 2023, the Company issued a promissory note to a third party in the principal amount of $25,000. This note bears interest at a rate of 12% and is due on demand. At September 30, 2023, the outstanding amount was $25,000 and accrued interest was $658.

 

On July 25, 2023, the Company issued a promissory note to a board member in the principal amount of $100,000. This note bears interest at a rate of 12% and is due on demand. At September 30, 2023, the outstanding amount was $100,000 and accrued interest was $2,203.

 

On August 10, 2023, the Company issued a promissory note to a board member in the principal amount of $50,000. This note bears interest at a rate of 12% and is due on demand. At September 30, 2023, the outstanding amount was $50,000 and accrued interest was $838.

 

On August 15, 2023, the Company issued a promissory note to a board member in the principal amount of $30,000. This note bears interest at a rate of 12% and is due on demand. At September 30, 2023, the outstanding amount was $30,000 and accrued interest was $454.

 

On August 24, 2023, the Company issued a promissory note to a third party in the principal amount of $60,000. This note bears interest at a rate of 12% and is due on demand. At September 30, 2023, the outstanding amount was $60,000 and accrued interest was $0.

 

On September 7, 2023, the Company issued a promissory note to a board member in the principal amount of $35,000. This note bears interest at a rate of 12% and is due on demand. At September 30, 2023, the outstanding amount was $35,000 and accrued interest was $265.

 

On September 14, 2023, the Company issued a promissory note to a third party in the principal amount of $100,000. This note bears interest at a rate of 12% and is due on demand. At September 30, 2023, the outstanding amount was $100,000 and accrued interest was $526.

 

On September 29, 2023, the Company issued a promissory note to a board member in the principal amount of $35,000. This note bears interest at a rate of 12% and is due on demand. At September 30, 2023, the outstanding amount was $35,000 and accrued interest was $12.

 

 

SMART FOR LIFE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2023 AND 2022

(UNAUDITED)

 

A note from 2018 with a principal balance of $55,000 plus accrued interest of $24,776 was converted into 358 of the Company’s series B preferred stock which resulted in the note being fully paid at September 30, 2023.

 

Cash Advances

 

In June 2022, the Company entered into a cash advance agreement for $341,150 with a required repayment amount of $490,000, which required weekly payments of approximately $19,738. The cash advance agreement was fully paid at September 30, 2023.

 

In July 2022, the Company entered into a cash advance agreement for $650,000 with a required repayment amount of $897,750, which requires weekly payments of approximately $40,806. In May 2023, the Company agreed to a settlement for a lesser amount resulting in a gain on extinguishment of $50,814. At September 30, 2023, the outstanding amount was $147,500.

 

In August 2022, the Company entered into a cash advance agreement for $100,000 with a required repayment amount of $146,260, which requires weekly payments of approximately $6,200. At September 30, 2023, the outstanding amount was $4,360.

 

In September 2022, the Company entered into a cash advance agreement for $243,750 with a required repayment amount of $372,500, which requires weekly payments of approximately $15,000. In May 2023, the Company agreed to a settlement for a lesser amount resulting in a gain on extinguishment of $37,500. At September 30, 2023, the outstanding amount was $24,979.

 

In November 2022, the Company entered into cash advance agreements for an aggregate of $592,236 with an aggregated required repayment amount of $994,460, which requires weekly payments of approximately $52,422. In June 2023, the Company agreed to a settlement with one of the agreements for a lesser amount resulting in a gain on extinguishment of $63,968. At September 30, 2023, the outstanding amount was $83,037.

 

In December 2022, the Company entered into cash advance agreements for $293,000 with a required repayment amount of $439,207, which requires weekly payments of approximately $39,905. At September 30, 2023, the outstanding amount was $8,271.

 

In January 2023, the Company entered into cash advance agreements for $387,000 with a required repayment amount of $593,604, which required weekly payments of approximately $39,980. The cash advance agreements were fully satisfied with payments and a settlement resulting in a gain on extinguishment of $33,579 at September 30, 2023.

 

In June 2023, the Company refinanced the January 2023 agreements with balances of $284,029 and entered into cash advance agreements and received an additional $107,071 with a required repayment amount of $652,065, which requires weekly payments of approximately $48,625. At September 30, 2023, the outstanding amount was $76,670 and unamortized debt issuance cost of $20,994.

 

In July 2023, the Company entered into cash advance agreements for $74,950 with a required repayment amount of $74,950 which requires weekly payments of approximately $7,495. At September 30, 2023, the outstanding amount was $38,974.

 

In August 2023, the Company refinanced an agreement from June 2023, as a result the Company received an additional $48,030. At September 30, 2023, the outstanding amount was $514,670 and unamortized debt issuance cost of $219,172.

 

Equipment Financing Loan

 

In May 2022, the Company entered into an equipment financing loan for $146,765 used for the purchase of equipment within BSNM’s operations. The loan bears interest at 10.18% and matures on April 1, 2027. At September 30, 2023, the outstanding amount was $114,511.

 

In August 2022, the Company entered into an equipment financing loan for $35,050 used for the purchase of equipment within BSNM’s operations. The loan bears interest at 10.18% and matures on August 1, 2027. At September 30, 2023, the outstanding amount was $29,495.

 

In July 2022, the Company entered into an equipment financing loan for $8,463 used for the purchase of equipment within Ceautamed’s operations. At September 30, 2023, the outstanding amount was $4,873.

 

 

SMART FOR LIFE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2023 AND 2022

(UNAUDITED)

 

Revolving Lines of Credit

 

In 2021, DSO entered into two revolving lines of credit with a bank, which permit borrowings up to $958,000 and bear interest at 9.49% with no expiration date. As of September 30, 2023, the outstanding principal balance of these lines of credit was $124,051.

 

In August 2022, Ceautamed entered into a revolving line of credit with a bank, which permits borrowings up to $50,000 and bears interest at 45.09% with no expiration date. In 2023, the Company borrowed an additional $43,000. As of September 30, 2023, the outstanding principal balance of these lines of credit was $50,337.

 

In September 2022, DSO entered into a revolving line of credit with a bank, which permits borrowings up to $70,000 and bears interest at 9.49% with no expiration date. As of September 30, 2023, the outstanding principal balance of this line of credit was $16,544.

 

In September 2023, DSO entered into a merchant loan agreement for $110,740. Repayment amounts are 17% of the daily account credits processed through the provider until the loan amount is paid in full. As of September 30, 2023, the outstanding principal balance was $110,740.

 

EIDL Loan

 

In June 2020, pursuant to the economic injury disaster loan (“EIDL”) program under the under the provisions of the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), the Company entered into a promissory note with the U.S. Small Business Administration (the “SBA”) with a principal amount of $300,000. This loan matures in 30 years and bears interest at a rate of 3.75%. The loan is secured by all of the Company’s assets. As of September 30, 2023, the outstanding principal balance of this loan was $300,000 and accrued interest was $36,781.

 

PPP Loans

 

In February 2021, the Company received an additional $261,164 in PPP loans under the CARES Act. This loan bears interest at a rate of 1% per annum and matures in April 2025. As of September 30, 2023, the outstanding balance of this loan was $197,457 and accrued interest was $9,927.

 

Total Debt

 

Debt is comprised of the following components as of September 30, 2023:

 

Original issue discount subordinated debentures		$	4,252,947
Original issue discount secured subordinated note			2,217,853
Acquisition notes			3,832,943
Promissory notes and cash advances			2,270,917
Revolving lines of credit			301,672
Equipment financing loan			148,879
EIDL loan			300,000
PPP loans			197,457
			13,522,668
Debt issuance costs			(613,138	)
Debt, net			12,909,530
Debt, current			4,878,552
Debt issuance costs, current			(474,090	)
Current portion of debt, net			4,404,462
Debt, non-current			8,644,116
Debt issuance costs, non-current			(139,048	)
Non-current portion of debt, net		$	8,505,068

 

The Company was not in compliance will all debt covenants as of September 30, 2023, but waivers of non-compliance were obtained for all such debt, except as disclosed.

 

Balance at December 31, 2022		$	20,558,246
Proceeds from new debt issued in 2023			2,749,791
Repayment of principal during 2023			(5,317,833	)
Amortization of debt discounts			1,150,800
Stock issued for conversion of principal of debt			(6,266,895	)
Gain on extinguishment of debt in 2023			(273,058	)
Conversion of interest to notes payable			334,950
Conversion of principal to accrued expenses			(26,471	)
Balance at September 30, 2023		$	12,909,530

 

 

SMART FOR LIFE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2023 AND 2022

(UNAUDITED)

 

The future contractual maturities of the debt are as follows:

 

For the Year Ended December 31:
2023 (remainder of year)		$	4,404,462
2024			5,197,804
2025			2,046,449
2026			517,178
2027			531,356
Thereafter			212,281
Total		$	12,909,530

  

Note 9 — Concentrations of Credit Risks

 

Credit Risks

 

Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash and accounts receivable. The Company maintains bank accounts with several financial institutions. Concentrations of credit risk with respect to accounts receivable are limited to the dispersion of customers across different industries and geographic regions.

 

Cash

 

The Company places its cash with high credit quality financial institutions. At September 30, 2023 and December 31, 2022, the Company had no cash balances in excess of the Federal Deposit Insurance Corporation coverage of $250,000 per institution. The Company has not experienced any losses in such accounts.

 

Major Customers

 

For the nine months ended September 30, 2023 and 2022, the Company had two significant customers representing an aggregate of 54% and 41% of revenues and three that make up 52% and 66% of the accounts receivable balance, respectively.

 

For the three months ended September 30, 2023 and 2022, the Company had two and two significant customers representing an aggregate of 64% and 41% of revenues and three that make up 52% and 66% of the accounts receivable balance, respectively. The Company’s officers are closely monitoring the relationships with all customers.

 

Major Vendors

 

For the nine months ended September 30, 2023, the Company had one major supplier representing 16% of purchases, respectively. The Company had no major suppliers for the nine months ended September 30, 2022.

 

For the three months ended September 30, 2023 and 2022, the Company had one major supplier representing 17% and 10% of purchases, respectively. The Company’s officers are closely monitoring the relationships with all significant suppliers.

 

Note 10 — Income Taxes

 

The Company has evaluated the positive and negative evidence in assessing the realizability of its deferred tax assets. This assessment included the evaluation of scheduled reversals of deferred tax liabilities, estimates of projected future taxable income and tax planning strategies to determine which deferred tax assets are more likely than not to be realized in the future.

 

The Company records a liability for uncertain tax positions when it is probable that a loss has been incurred and the amount can be reasonably estimated. Interest and penalties related to income tax matters, if any, would be recognized as a component of income tax expense. At September 30, 2023 and December 2022, the Company had no liabilities for uncertain tax positions. The Company continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. Currently, the tax years subsequent to 2018 are open and subject to examination by the taxing authorities.

 

At September 30, 2023, the Company had net operating loss carry forwards for federal income tax purposes of approximately $17.2 million, which will be available to offset future taxable income. The tax carryforwards have an indefinite life.

 

 

SMART FOR LIFE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2023 AND 2022

(UNAUDITED)

 

Note 11 — Stockholders’ Equity

 

Series A Preferred Stock 

 

During the nine months ended September 30, 2023, the remaining 1,000 shares of the series A preferred stock was converted into 3,334 shares of the Company’s common stock.

 

Series B Preferred Stock

 

On May 25, 2023, the Company filed a certificate of designation with the Nevada Secretary of State to establish its series B preferred stock. The Company designated a total of 5,000,000 shares of its preferred stock as series B preferred stock. The series B preferred stock has the following voting powers, designations, preferences and relative rights, qualifications, limitations or restrictions:

 

Dividend Rights. Holders of series B preferred stock are entitled to receive dividends in the same form as dividends paid on shares of the common stock only when and if such dividends are paid on shares of the common stock. No other dividends shall be paid on shares of series B preferred stock.

 

Liquidation Rights. Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of series B preferred stock shall be entitled to receive out of the assets of the Company the same amount that a holder of common stock would receive if the series B preferred stock were fully converted (disregarding for such purposes any conversion limitations) to common stock which amounts shall be paid prior to all holders of common stock.

 

Voting Rights. The series B preferred stock shall vote together with the common stock on an as-converted basis.

 

Conversion Rights. Each share of series B preferred stock is convertible, at any time and from time to time from at the option of the holder thereof, into that number of shares of common stock determined by dividing the stated value of such share of series B preferred stock ($223) by the conversion price. The conversion price is $20.07 (subject to adjustments). Notwithstanding the foregoing, the Company shall not effect any conversion, and a holder shall not have the right to convert, any portion of the series B preferred stock to the extent that, after giving effect to the conversion, such holder (together with such holder’s affiliates) would beneficially own in excess of 4.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares issuable upon the conversion. This limitation may be waived (up to a maximum of 9.99%) by the holder and in its sole discretion, upon not less than sixty-one (61) days’ prior notice to the Company.

 

In May 2023, the Company issued 34,001 shares of series B preferred stock as settlement of debt, accrued interest, accrued compensation, and accrued board fees for a total value of $7,488,877.

 

In June 2023, the Company issued 817 shares of series B preferred stock as settlement of accrued interest totaling $182,153.

 

 

SMART FOR LIFE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2023 AND 2022

(UNAUDITED)

 

Common Stock

 

On February 16, 2022, the Company entered into an underwriting agreement with Dawson James Securities, Inc., as representative of the several underwriters named on Schedule I thereto, relating to its IPO of units, each unit consisting of one share of common stock, a series A warrant to purchase one share of common stock and a series B warrant to purchase one share of common stock. Pursuant to the underwriting agreement, the Company agreed to sell 3,200 units to the underwriters, at a purchase price per unit of $4,095.00 (the offering price to the public of $4,500.00 per unit minus the underwriters’ discount), and also agreed to grant to the underwriters a 45-day option to purchase up to 480 additional shares of common stock, up to 480 additional series A warrants, and/or up to 480 additional series B warrants, in any combination thereof, at a purchase price to the public of $4,491.00 per share and $4.50 per warrant, less underwriting discounts and commissions, solely to cover over-allotments, if any.

 

On February 18, 2022, the closing of the IPO was completed. At the closing, the underwriters partially exercised the option and purchased 459 series A warrants and 459 series B warrants. Therefore, the Company sold 3,200 shares of common stock, 3,659 series A warrants and 3,659 series B warrants for total gross proceeds of $14,404,128. After deducting the underwriting commission and expenses, the Company received net proceeds of $12,738,288.

 

On February 18, 2022, the Company issued 859 shares of common stock upon the conversion of the 5% secured subordinated convertible promissory note in the principal amount of $1,900,000 along with interest of $32,500 issued to Justin Francisco and Steven Rubert in connection with the acquisition of Nexus.

 

On February 18, 2022, the Company issued 1,385 shares of common stock upon the conversion of the 6% secured subordinated convertible promissory note in the principal amount of $3,000,000 along with interest of $116,000 issued to Sasson E. Moulavi in connection with the acquisition of DSO.

 

On February 18, 2022, the Company issued 511 shares of common stock upon the conversion of the convertible promissory note in the principal amount of $500,000 along with interest of $74,583 issued to East West Capital LLC.

 

On February 18, 2022, the Company issued 95 additional shares of common stock to the stockholders of GSP and 33 additional shares of common stock to certain vendors of GSP in accordance with the terms of the contribution and exchange agreement described above. Based on the IPO share allocation of the unit, it was determined that the Company would issue the additional 95 shares.

 

On February 18, 2022, the Company issued an aggregate of 4,820 shares of common stock to various lenders pursuant to future equity agreements which required the Company to issue shares of common stock upon closing of the IPO, which resulted in an interest expense of $10,844,960.

 

In February through March 2022, the Company issued 2,755 shares of common stock upon the conversion of the convertible promissory note in the principal amount of $2,250,000 along with interest of $292,500 issued to several debt holders.

 

On March 10, 2022, the Company granted restricted stock awards for an aggregate of 1,949 shares of common stock to certain directors, officers, and consultants. A total of 1,505 of these shares vested in full on the date of grant. The remaining 445 shares, which were granted to independent directors, vest monthly over a one-year period which were recorded as a prepaid of $46,900 at December 31, 2022. A total of 520 of these shares were granted under the 2020 Stock Incentive Plan described below. The remaining 734 were granted under the 2022 Equity Incentive Plan described below. The shares, valued at $822,626, were based on the closing trading price per share of $422.10 on the date of the grant.

 

On April 17, 2023, the Company issued 556 shares of common stock as compensation for amending the license agreement associated with Sports Illustrated Nutrition.

 

On May 4, 2023, a shareholder converted 1,000 shares of series A preferred stock into 3,334 shares of common stock.

 

On May 2, 2023, the Company entered into a securities purchase agreement with an institutional investor, pursuant to which the Company agreed to issue and sell, in a registered direct offering, 10,512 shares of common stock and a pre-funded warrant to purchase up to 20,667 shares of common stock at an exercise price of $0.0009, at an offering price per share and pre-funded warrant of $28.845 and $28.844, respectively. In addition, under the securities purchase agreement, the Company agreed to issue to the investor a warrant to purchase up to 31,178 shares of common stock at an exercise price of $27.72 per share in a concurrent private placement. At closing, the investor exercised the pre-funded warrant in full. Accordingly, the Company issued to the investor 31,178 shares of common stock and a warrant to purchase up to 31,178 shares of common stock at an exercise price of $27.72 per share for total gross proceeds of $899,326 and net proceeds of $776,933.

 

H.C. Wainwright & Co., LLC (the “Placement Agent”) acted as the exclusive placement agent in connection with this offering and received a cash fee equal to 7.5% of the gross proceeds of the offering and a management fee equal to 1% of the gross proceeds of the offering. The Company also agreed to reimburse the Placement Agent $30,000 for fees and expenses of its legal counsel and other out-of-pocket expenses and $15,950 for certain closing costs. In addition to the cash fees, the Company issued to the Placement Agent warrants to purchase up to 2,339 shares of common stock at an exercise price of $36.0564 per share (or 125% of the offering price).

 

 

SMART FOR LIFE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2023 AND 2022

(UNAUDITED)

 

On May 17, 2023, the Company entered into a securities purchase agreement with an institutional investor, pursuant to which the Company agreed to issue and sell, in a registered direct offering 22,889 shares of common stock and a pre-funded warrant to purchase up to 42,100 shares of common stock at an exercise price of $0.0009, at an offering price per share and pre-funded warrant of $24.39 and $24.3891, respectively. In addition, under the securities purchase agreement, the Company agreed to issue to the investor a warrant to purchase up to 64,988 shares of common stock at an exercise price of $23.31 per share in a concurrent private placement. At closing, the investor exercised the pre-funded warrant in full. Accordingly, the Company issued to the investor 64,988 shares of common stock and a warrant to purchase up to 64,988 shares of common stock at an exercise price of $23.31 per share for total gross proceeds of $1,585,057 and net proceeds of $1,374,367.

 

The Placement Agent acted as the exclusive placement agent in connection with this offering and received a cash fee equal to 7.5% of the gross proceeds of the offering and a management fee equal to 1% of the gross proceeds of the offering. The Company also agreed to reimburse the Placement Agent $60,000 for fees and expenses of its legal counsel and other out-of-pocket expenses and $15,950 for certain closing costs. In addition to the cash fees, the Company issued to the Placement Agent warrants to purchase up to 4,875 shares of common stock at an exercise price of $30.4875 per share (or 125% of the offering price).

 

On May 24, 2023, the Company issued 556 shares of common stock to a note holder as compensation for amending the note.

 

On August 29, 2023, the Company issued 15,083 shares of common stock to a note holder as compensation for amending the note.

 

During the nine months ended September 30, 2023, the Company issued 429,214 shares of common stock upon exercise of warrants.

 

Stock Options and Warrants

 

In September 2020, the Company adopted its 2020 Incentive Plan (the “2020 Plan”) under which the Company is authorized to issue awards for up to 4,445 shares of common stock to directors, officers, employees, and consultants who provide services to the Company. Awards that may be granted include incentive stock options, non-qualified stock options and awards of restricted stock.

 

At September 30, 2023 and December 2022, there were 10 shares of common stock available for issuance under the 2020 Plan. The Company did not issue any other stock options under the 2020 Plan during the nine months ended September 30, 2023.

 

In January 2022, the Company adopted its 2022 Equity Inventive Plan (the “2022 Plan”) under which the Company is authorized to issue awards for up to 333,334 shares of common stock to directors, officers, employees, and consultants who provide services to the Company. Awards that may be granted include incentive stock options, non-qualified stock options, stock appreciation rights, restricted awards, performance share awards and performance compensation awards. At September 30, 2023, there were 31,250 shares of common stock available for issuance under the 2022 Plan.

 

On August 12, 2022, the Company issued stock options to employees under the 2022 Plan for an aggregate of 2,518 shares of common stock. The stock options have an exercise price of $283.50 per share, will vest quarterly over a three-year period and expire ten (10) years after the date of issuance; provided that an option granted to Alfonso J. Cervantes, Jr., the Company’s Executive Chairman, for the purchase of 667 shares of common stock has an exercise price of $311.85 per share and expires five (5) years after the date of issuance. The Company did not issue any other stock options under the 2022 Plan during the nine months ended September 30, 2023.

 

The Company recognized $765,588 and $0 of compensation expense related to the vesting of options based on the service period during the nine months ended September 30, 2023 and 2022, respectively. The compensation expense recognized for the three months ended September 30, 2023 and 2022 was $685,380 and $0, respectively.

 

The series A warrants sold in the IPO are exercisable until the fifth anniversary of the issuance date at an exercise price equal to $1,050.00 per share and may be exercised on a cashless basis if the issuance of common stock upon exercise of the warrants is not covered by an effective registration statement. The exercise price and number of shares of common stock issuable upon exercise of the series A warrants may be adjusted in certain circumstances, including in the event of a stock dividend, extraordinary dividend on or recapitalization, reorganization, merger, or consolidation.

 

The series B warrants sold in the IPO are exercisable until the fifth anniversary of the issuance date at an exercise price equal to $1,500.00 per share and may be exercised on a cashless basis, whereby the holder will receive one share of common stock for each series B warrant exercised. As of September 30, 2023, 3,199 of the series B warrants were exercised on a cashless basis and the Company issued 3,199 shares of common stock upon such exercise.

 

In the nine months ended September 30, 2023 and 2022, warrant holders exercised an aggregate of 429,214 and 3,199 shares, respectively. In the three months ended September 30, 2023 and 2022 warrant holders exercised an aggregate of 129,598 and 4, respectively.

 

The warrant terms include a fundamental transaction clause whereby there is a change in control of the ownership of the company outside the control of the company – such as an unsolicited takeover of the company by an outsider – the holder of the warrant can demand either the fair value of the warrants in cash ( using a Black Scholes formula ) or common stock in the successor entity.

 

 

SMART FOR LIFE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2023 AND 2022

(UNAUDITED)

 

The following is a summary of options and warrants granted, exercised, forfeited and outstanding during the nine months ended September 30, 2023:

 

		2023-Stock Options								2023-Warrants
		Number of Options				Weighted Average Exercise Price				Number of Warrants				Weighted Average Exercise Price
Outstanding at January 1, 2023			5,729			$	150.93				502,009			$	184.23
Granted			299,167				3.14				918,363				15.93
Exercised			—				—				429,214				1.53
Forfeited			385				0.36				16,645				0.09
Outstanding at September 30, 2023			304,511			$	6.29				974,513			$	110.59
Exercisable at September 30, 2023			147,942								974,513

 

		2022-Stock Options								2022-Warrants
		Number of Options				Weighted Average Exercise Price				Number of Warrants				Weighted Average Exercise Price
Outstanding at January 1, 2022			3,223			$	4.50				32,894			$	52.11
Granted			2,951				283.50				7,517				63.00
Exercised			435				4.50				3,198				—
Forfeited			10				4.50				613				—
Outstanding at September 30, 2022			5,729			$	148.50				36,599			$	59.76
Exercisable at September 30, 2022			2,778								36,599

 

Valuation Assumptions for Stock Options and Warrants

 

The fair value of each option and warrant issued in 2023 was estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions:

 

Risk-free interest rate			2.86 – 4.30	%
Expected volatility			53	%
Expected life (years)			5-10
Dividend yield			0	%

 

The expected life represents the weighted average period of time that options granted are expected to be outstanding giving consideration to vesting schedules and the Company’s historical exercise patterns. The risk-free rate is based on the U.S. Treasury yield constant maturity in effect at the time of grant for periods corresponding with the expected life of the option.

 

 

SMART FOR LIFE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2023 AND 2022

(UNAUDITED)

 

Note 12 — Commitments and Contingencies

 

From time to time, the Company may become subject to threatened and/or asserted claims arising in the ordinary course of business. Management is not aware of any matters, either individually or in the aggregate, that are reasonably likely to have a material adverse effect on the Company’s financial condition, results of operations or liquidity.

 

Note 13 — Related Party Transactions

 

The Company entered into debt with related parties which are reflected in Note 8.

 

The Company is party to a management services agreement with Trilogy Capital Group, LLC (“Trilogy”), a company controlled by the Company’s Executive Chairman. For the nine months ended September 30, 2023 and 2022, the Company paid Trilogy $46,686 and $0, respectively, and for the three months ended September 30, 2023 and 2022, the Company paid Trilogy $19,139 and $0, respectively, for services rendered under a consulting agreement which are reflected in the statements of operations as consulting fees – related parties.

 

Note 14 — Subsequent Events

 

In accordance with ASC 855, Subsequent Events, the Company has reviewed its operations subsequent to September 30, 2023 to the date these condensed consolidated financial statements were issued, and has determined that, except as set forth below, it does not have any material subsequent events to disclose in these financial statements.

 

On October 18, 2023, the Company issued 29,130 shares of common stock upon the cashless exercise of warrants.

 

On October 23, 2023, the Company issued an aggregate of 95,234 shares of common stock upon the conversion of an aggregate of 8,579 shares of series B preferred stock.

 

On October 30, 2023, the Company issued 21,631 shares of common stock upon the cashless exercise of warrants.

 

Following the reverse stock split on October 27, 2023, the Company issued 19,071 shares of common stock related to the rounding of fractional shares.

 

 

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

 

The following discussion and analysis summarizes the significant factors affecting our operating results, financial condition, liquidity and cash flows as of and for the periods presented below. The following discussion and analysis should be read in conjunction with the financial statements and the related notes thereto included elsewhere in this report. The discussion contains forward-looking statements that are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed below and elsewhere in this report.

 

Use of Terms

 

Except as otherwise indicated by the context and for the purposes of this report only, references in this report to “we,” “us,” “our” and “our company” are to Smart for Life, Inc., a Nevada corporation, and its consolidated subsidiaries.

 

Special Note Regarding Forward Looking Statements

 

This report contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to us. All statements other than statements of historical facts are forward-looking statements. These statements relate to future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Forward-looking statements include, but are not limited to, statements about:

 

●

our goals and strategies;

 

●

our future business development, financial condition and results of operations;

 

●

expected changes in our revenue, costs or expenditures;

 

●

growth of and competition trends in our industry;

 

●

our expectations regarding demand for, and market acceptance of, our products;

●

our expectations regarding our relationships with investors, institutional funding partners and other parties we collaborate with;

 

●

fluctuations in general economic and business conditions in the markets in which we operate; and

 

●

relevant government policies and regulations relating to our industry.

 

In some cases, you can identify forward-looking statements by terms such as “may,” “could,” “will,” “should,” “would,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “project” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect results. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under Item 1A “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2022 elsewhere in this report. If one or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance.

 

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

 

 

The forward-looking statements made in this report relate only to events or information as of the date on which the statements are made in this report. Except as expressly required by the federal securities laws, there is no undertaking to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason.

 

Overview

 

We are engaged in the development, marketing, manufacturing, acquisition, operation and sale of a broad spectrum of nutritional and related products with an emphasis on health and wellness. Structured as a global holding company, we are executing a buy-and-build strategy with serial accretive acquisitions creating a vertically integrated company with an objective of aggregating companies generating a minimum of $300 million in revenues by the fourth quarter of 2026. To drive growth and earnings, we are developing proprietary products as well as acquiring other profitable companies, encompassing brands, manufacturing and distribution channels.

 

We also operate a network platform in the affiliate marketing space. Affiliate marketing is an advertising model in which a product vendor compensates third-party digital marketers to generate traffic or leads for the product vendor’s products and services. The third-party digital marketers are referred to as affiliates, and the commission fee incentivizes them to find ways to promote the products being sold by the product vendor.

 

On March 8, 2018, we acquired 51% of Millenium Natural Manufacturing Corp. and Millenium Natural Health Products Inc. and on October 9, 2019, we acquired the remaining 49% of these companies. On September 30, 2020, we changed the name of Millenium Natural Manufacturing Corp. to Bonne Sante Natural Manufacturing, Inc., or BSNM, and on November 24, 2020, we merged Millenium Natural Health Products Inc. into BSNM to better reflect our vertical integration. BSNM is a nutraceutical contract manufacturer. It specializes in a wide variety of products, from the private labeling of vitamins, dietary supplements, nutraceuticals, sport nutrition and broad-spectrum nutritional supplements, and sells them throughout the United States and around the world, including South America, Central America and Europe.

 

On July 1, 2021, we acquired 100% of Doctors Scientific Organica, LLC, Oyster Management Services, Ltd., Lawee Enterprises, L.L.C. and U.S. Medical Care Holdings, L.L.C. On August 27, 2021, we transferred all of the equity interests of Oyster Management Services, Ltd., Lawee Enterprises, L.L.C. and U.S. Medical Care Holdings, L.L.C. to Doctors Scientific Organica, LLC. On December 13, 2022, we converted Oyster Management Services, Ltd. to a limited liability company known as Oyster Management Services, L.L.C. On May 19, 2022, we acquired 100% of Lavi Enterprises, LLC, an affiliate of these companies. On the same date, we transferred all of the equity interests of Lavi Enterprises, LLC to Doctors Scientific Organica, LLC. As a result, these entities are now wholly owned subsidiaries of Doctors Scientific Organica, LLC. In this report, we collectively refer to Doctors Scientific Organica, LLC and its consolidated subsidiaries as DSO. DSO manufactures, sells and owns the Smart for Life brand of natural health and wellness meal replacement products. The brand includes proprietary hunger suppressing functional foods that are designed to work with the body’s natural ability to lose weight. It also develops premium supplements and commodities that will promote optimal health and wellness. DSO has over 15 years of experience providing high-quality products to premium retail locations and companies. Its branded vitamins and supplements are also being sold through Amazon, and this sales channel is becoming a major contributor to the growth of the brand online.

 

On August 24, 2021, we established Smart for Life Canada Inc. as a wholly owned subsidiary of DSO in Canada. This subsidiary sells retail products through a retail store location in Montreal Canada and the same location also acts as distribution center for our international direct to consumer and big box customers. We maintain inventory and employees at this location.

 

On November 8, 2021, we acquired 100% of Nexus Offers, Inc., or Nexus. Nexus operates a cost per action/cost per acquisition network. This network consists of hundreds of digital marketers who stand ready to market products introduced to the Nexus network. The cost per action/cost per acquisition model is where digital marketers are paid for an action (e.g., a product sale or lead generation) that is taken as a direct result of their marketing efforts. Through the digital marketer’s method of marketing, the digital marketer sends traffic to one of the product vendor’s offers listed on the network. 

 

On December 6, 2021, we acquired 100% of GSP Nutrition Inc., or GSP. GSP is a sports nutrition company. It offers nutritional supplements for athletes and active lifestyle consumers through a variety of wellness solutions and delivery methods, including powders, tablets and soft gels that are formulated to support energy and performance; nutrition and wellness; and focus and clarity. GSP’s initial line of nutritional products are marketed under the Sports Illustrated Nutrition brand. GSP has a license for the exclusive use of the Sports Illustrated brand (excluding the Sports Illustrated Swimsuit brand for which it has a right of first offer under the license) for certain dietary and nutritional supplements, in each case to be sold to/through certain approved accounts in the United States and Canada. The product line currently consists of whey protein isolate powder, tablet supplements for joint health, nitric oxide, post workout blends, Omega-3 supplements, and pre-workout supplements, among others.

 

 

On July 29, 2022, we acquired 100% of Ceautamed Worldwide, LLC and its wholly-owned subsidiaries Wellness Watchers Global, LLC and Greens First Female LLC (which we collectively refer to as Ceautamed). Ceautamed is based in Boca Raton, Florida and owns the Greens First line of branded products which have been specifically marketed to the healthcare provider sector. These vitamins and supplements have been sold on a business-to-business basis, direct-to-consumer as well as sold utilizing an international medical distribution company pursuant to a long-term contract. Ceautamed has historically utilized third-party contract manufacturing that will migrate to BSNM. 

 

Recent Developments

 

On October 27, 2023, we effected a 1-for-3 reverse stock split of our authorized and issued and outstanding common stock. As a result of this reverse split, our authorized common stock decreased from 166,666,667 shares to 55,555,556 shares. The impact of this transaction is reflected within all common stock, options, and warrant information retrospectively in this report.

 

Principal Factors Affecting Our Financial Performance

 

Our operating results are primarily affected by the following factors:

 

●

our ability to acquire new customers or retain existing customers;

 

●

our ability to access capital needed for operations including purchasing raw materials;

 

●

our ability to offer competitive product pricing;

 

●

our ability to broaden product offerings;

 

●

industry demand and competition; and

 

●

market conditions and our market position.

 

Emerging Growth Company

 

We qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As a result, we will be permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

 

●

have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

 

●

comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

 

●

submit certain executive compensation matters to stockholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and

 

●

disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the chief executive officer’s compensation to median employee compensation.

 

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

 

 

We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year following the fifth anniversary of our initial public offering, (ii) the last day of the first fiscal year in which our total annual gross revenues are $1.07 billion or more, (iii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iv) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

 

Results of Operations

 

Comparison of Three Months Ended September 30, 2023 and 2022

 

The following table sets forth key components of our results of operations during the three months ended September 30, 2023 and 2022, both in dollars and as a percentage of our revenues.

 

		September 30, 2023								September 30, 2022
		Amount				% of Revenues				Amount				% of Revenues
Revenues
Products		$	2,744,306				99.78	%		$	4,501,657				84.03	%
Advertising			5,999				0.22	%			855,328				15.97	%
Total revenues			2,750,305				100.00	%			5,356,985				100.00	%
Cost of revenues
Products			1,688,097				61.38	%			2,094,198				39.09	%
Advertising			522				0.02	%			630,123				11.76	%
Total cost of revenues			1,688,619				61.40	%			2,724,321				50.86	%
Gross profit			1,061,686				38.60	%			2,632,664				49.14	%
Operating expenses
Selling, general and administrative			1,238,625				45.04	%			1,760,381				32.86	%
Compensation – administrative			2,046,220				74.40	%			1,479,816				27.62	%
Professional services			349,098				12.69	%			316,440				5.91	%
Consulting fees related party			19,139				0.70	%			—				—
Depreciation and amortization expense			615,810				22.39	%			522,412				9.75	%
Total operating expenses			4,268,892				155.22	%			4,079,049				76.14	%
Operating loss			(3,207,206	)			(116.61	)%			(1,446,385	)			(27.00	)%
Other income (expense)
Other income (expense)			19,820				0.72	%			(183,189	)			(3.42	)%
Gain on debt extinguishment			16,021				0.58	%			—				—	%
Change in fair value of derivative liability			—				—				108,426				2.02	%
Interest expense			(1,172,742	)			(42.64	)%			(426,573	)			(7.96	)%
Total other income (expense)			(1,136,901	)			(41.34	)%			(501,336	)			(9.36	)%
Net loss		$	(4,344,107	)			(157.95	)%		$	(1,947,721	)			(36.36	)%

 

Revenues. Our total revenues decreased by $2,606,680, or 48.66%, to $2,750,305 for the three months ended September 30, 2023 from $5,356,985 for the three months ended September 30, 2022.

 

Our nutraceutical business generates revenue from the sales of nutritional and related products. Revenues from our nutraceutical business (products) decreased by $1,757,351, or 39.04%, to $2,744,306 for the three months ended September 30, 2023 from $4,501,657 for the three months ended September 30, 2022. This decrease was primarily due to our cash constraints and our inability to pay for raw materials used in the production of both branded and contract manufacturing products. The decreased revenues were the result of a decrease in the volume of products sold and not due to pricing changes.

 

Our digital marketing business generates revenues when sales of listed products are sold by product vendors through our network as a result of the marketing efforts of digital marketers. Revenues from our digital marketing business (advertising) decreased by $849,329, or 99.30%, to $5,999 for the three months ended September 30, 2023 from $855,328 for the three months ended September 30, 2022. The decrease in revenue is attributable to our cash constraints and our inability to pay affiliates which provide revenue producing customers.

 

Cost of revenues. Our total cost of revenues decreased by $1,035,702, or 38.02%, to $1,688,619 for the three months ended September 30, 2023 from $2,724,321 for the three months ended September 30, 2022. Such decrease is directly related to the decrease in revenues.

 

 

Cost of revenues for our nutraceutical business consist of ingredients, packaging materials, freight, and labor associated with the production of various products. Cost of revenues for our nutraceutical business (products) decreased by $406,101, or 19.39%, to $1,688,097 for the three months ended September 30, 2023 from $2,094,198 for the three months ended September 30, 2022. As a percentage of product revenues, cost of revenues for product sales were 61.51% and 46.52% for the three months ended September 30, 2023 and 2022, respectively. The increased percentage is due to increased labor rates associated with production. Although we were not able to produce at capacity as in the prior year, we continued to compensate our production workforce.

 

Cost of revenues for our digital marketing business consist of commissions and bonuses paid to digital marketers. Cost of revenues from our digital marketing business (advertising) decreased by $629,601, or 99.92%, to $522 for the three months ended September 30, 2023 from $630,123 for the three months ended September 30, 2022. As a percentage of advertising revenues, cost of revenues for advertising sales was 8.70% and 73.67% for the three months ended September 30, 2023 and 2022, respectively. Such decrease in in line with the decrease in revenues from our digital marketing business.

 

Gross profit. As a result of the foregoing, our gross profit decreased by $1,570,978, or 59.67%, to $1,061,686 for the three months ended September 30, 2023 from $2,632,664 for the three months ended September 30, 2022. As a percentage of revenues, our gross profit was 38.60% and 49.14% for the three months ended September 30, 2023 and 2022, respectively.

 

Selling, general and administrative expenses.  Our selling, general and administrative expenses consist primarily of advertising expenses, bad debts, rent expense, insurance and other expenses incurred in connection with general operations. Our selling, general and administrative expenses decreased by $521,756, or 29.64%, to $1,238,625 for the three months ended September 30, 2023 from $1,760,381 for the three months ended September 30, 2022. Such decrease was primarily due to decreased rates for D&O insurance and reduced advertising in 2023. As a percentage of revenues, selling, general and administrative expenses was 45.04% and 32.86% for the three months ended September 30, 2023 and 2022, respectively.

 

Compensation - administrative.  Our compensation expenses include both cash and non-cash items, including salaries plus related payroll taxes. Our compensation expenses increased by $566,404, or 38.28%, to $2,046,220 for the three months ended September 30, 2023 from $1,479,816 for the three months ended September 30, 2022. Such increase was primarily due to a non-cash $685,380 expense for the issuance and amortization of stock options. As a percentage of revenues, compensation expense was 79.40% and 27.62% for the three months ended September 30, 2023 and 2022, respectively.

 

Professional services.  Our professional services expenses consist primarily of investor relations, consulting, advisory, legal and audit expenses incurred in connection with general operations. Our professional services expenses increased by $32,658 or 10.32%, to $349,098 for the three months ended September 30, 2023 from $316,440 for the three months ended September 30, 2022. Such increase was primarily due to increased legal fees associated with our NASDAQ compliance, and sales and marketing consultants. As a percentage of revenues, professional services expense was 12.69% and 5.91% for the three months ended September 30, 2023 and 2022, respectively.

 

Consulting fees - related parties.  For the three months ended September 30, 2023 and 2022, we paid Trilogy Capital Group, LLC, a company controlled by our Executive Chairman, $19,139 and $0, respectively, for services rendered under a consulting agreement.

 

Depreciation and amortization. Depreciation and amortization was $615,810, or 22.39% of revenues, for the three months ended September 30, 2023, as compared to $522,412, or 9.75% of revenues, for the three months ended September 30, 2023. The increase in amortization is associated with intangible assets resulting from acquisitions.

 

Total other expense. We had $1,136,901 in total other expense, net, for the three months ended September 30, 2023, as compared to total other expense, net, of $501,336 for the three months ended September 30, 2022. Total other expense, net, for the three months ended September 30, 2023 consisted of interest expense of $1,172,742, offset by a gain on debt extinguishment of $16,021 and other income of $19,820, while other expense, net, for the three months ended September 30, 2022 consisted of interest expense of $426,573 and other expense of $183,189, offset by a change in fair value of derivative liability of $108,426. 

 

Net loss. As a result of the cumulative effect of the factors described above, we had a net loss of $4,344,107 for the three months ended September 30, 2023, as compared to $1,947,721 for the three months ended September 30, 2022, an increase of $2,396,386, or 123.04%.

 

 

Comparison of Nine Months Ended September 30, 2023 and 2022

 

The following table sets forth key components of our results of operations during the nine months ended September 30, 2023 and 2022, both in dollars and as a percentage of our revenues.

 

		September 30, 2023								September 30, 2022
		Amount				% of Revenues				Amount				% of Revenues
Revenues
Products		$	7,077,105				95.14	%		$	11,537,041				81.84	%
Advertising			361,470				4.86	%			2,560,321				18.16	%
Total revenues			7,438,575				100.00	%			14,097,362				100.00	%
Cost of revenues
Products			4,528,103				60.87	%			6,281,486				44.56	%
Advertising			279,037				3.75	%			1,884,479				13.37	%
Total cost of revenues			4,807,140				64.62	%			8,165,965				57.93	%
Gross profit			2,631,435				35.38	%			5,931,397				42.07	%
Operating expenses
Selling, general and administrative			3,838,333				51.60	%			5,139,263				36.46	%
Compensation - administrative			4,929,327				66.27	%			5,120,518				36.32	%
Professional services			1,565,396				21.04	%			1,622,871				11.51	%
Consulting fees - related parties			46,686				0.63	%			—				—
Impairment of intangible assets			466,737				6.27	%			—				—
Depreciation and amortization expense			1,814,613				24.39	%			1,375,514				9.76	%
Total operating expenses			12,661,092				170.21	%			13,258,166				94.05	%
Operating loss			(10,029,657	)			(134.83	)%			(7,326,769	)			(51.97	)%
Other income (expense)
Other income (expense)			333,498				4.48	%			(693,614	)			(4.92	)%
Gain on debt extinguishment			273,058				3.67	%			134,956				0.96	%
Change in fair value of derivative liability			—				—				146,513				1.04	%
Interest expense			(3,425,318	)			(46.05	)%			(14,168,479	)			(100.50	)%
Total other income (expense)			(2,818,762	)			(37.89	)%			(14,580,624	)			(103.43	)%
Net loss		$	(12,848,419	)			(172.73	)%		$	(21,907,393	)			(155.40	)%

 

Revenues. Our total revenues decreased by $6,658,787, or 47.23%, to $7,438,575 for the nine months ended September 30, 2023 from $14,097,362 for the nine months ended September 30, 2022.

 

Revenues from our nutraceutical business (products) decreased by $4,459,936, or 38.66%, to $7,077,105 for the nine months ended September 30, 2023 from $11,537,041 for the nine months ended September 30, 2022. This decrease was primarily due to our cash constraints and our inability to pay for raw materials used in the production of both branded and contract manufacturing products. The decreased revenues were the result of a decrease in the volume of products sold and not due to pricing changes.

 

Revenues from our digital marketing business (advertising) decreased by $2,198,851, or 85.88%, to $361,470 for the nine months ended September 30, 2023 from $2,560,321 for the nine months ended September 30, 2022. The decrease in revenue is attributable to our cash constraints and the impact it had with our affiliate advertisers.

 

Cost of revenues. Our total cost of revenues decreased by $3,358,825, or 41.13%, to $4,807,140 for the nine months ended September 30, 2023 from $8,165,965 for the nine months ended September 30, 2022. Such decrease is directly related to the decrease in revenues.

 

Cost of revenues for our nutraceutical business (products) decreased by $1,753,383, or 27.91%, to $4,528,103 for the nine months ended September 30, 2023 from $6,281,486 for the nine months ended September 30, 2022. As a percentage of product revenues, cost of revenues for product sales were 63.98% and 54.45% for the nine months ended September 30, 2023 and 2022, respectively. The increased percentage is due to increased labor rates associated with production. Although we were not able to produce at capacity as in the prior year, we continued to compensate our production workforce.

 

Cost of revenues from our digital marketing business (advertising) decreased by $1,605,442, or 85.19%, to $279,037 for the nine months ended September 30, 2023 from $1,884,479 for the nine months ended September 30, 2022. Such decrease in in line with the decrease in revenues from our digital marketing business. As a percentage of advertising revenues, cost of revenues for advertising sales was 77.20% and 73.60% for the nine months ended September 30, 2023 and 2022, respectively.

 

Gross profit. As a result of the foregoing, our gross profit decreased by $3,299,962, or 55.64%, to $2,631,435 for the nine months ended September 30, 2023 from $5,931,397 for the nine months ended September 30, 2022. As a percentage of revenues, our gross profit was 35.38% and 42.07% for the nine months ended September 30, 2023 and 2022, respectively.

 

 

Selling, general and administrative expenses.  Our selling, general and administrative expenses decreased by $1,300,930, or 25.31%, to $3,838,333 for the nine months ended September 30, 2023 from $5,139,263 for the nine months ended September 30, 2022. Such decrease was primarily due to decreased rates for D&O insurance, initial public offering, or IPO, related expenses in February 2022 and reduced advertising in 2023. As a percentage of revenues, selling, general and administrative expenses was 51.60% and 36.46% for the nine months ended September 30, 2023 and 2022, respectively.

 

Compensation - administrative.  Our compensation expenses decreased by $191,191, or 3.73%, to $4,929,327 for the nine months ended September 30, 2023 from $5,120,518 for the nine months ended September 30, 2022. Such decrease was primarily due to a reduction in headcount. As a percentage of revenues, compensation expenses was 66.27% and 36.32% for the nine months ended September 30, 2023 and 2022, respectively.

 

Professional services.  Our professional services expenses decreased by $57,475, or 3.54%, to $1,565,396 for the nine months ended September 30, 2023 from $1,622,871 for the nine months ended September 30, 2022. Such decrease was primarily related to NASDAQ listing and compliance year over year. As a percentage of revenues, professional services expense was 21.04% and 11.51% for the nine months ended September 30, 2023 and 2022, respectively.

 

Consulting fees - related parties.  For the nine months ended September 30, 2023 and 2022, we paid Trilogy Capital Group, LLC, a company controlled by our Executive Chairman, $46,686 and $0, respectively, for services rendered under a consulting agreement.

 

Impairment of intangible assets. Due to a significant decrease in advertising revenues, we performed an impairment analysis on the affiliate relationships associated with our Nexus subsidiary and recognized an impairment of $466,737 during the nine months ended September 30, 2023. No impairment was recognized in the nine months ended September 30, 2022.

 

Depreciation and amortization. Depreciation and amortization was $1,814,613, or 24.39% of revenues, for the nine months ended September 30, 2023, as compared to $1,375,514, or 9.76% of revenues, for the nine months ended September 30, 2022. The increase in amortization is associated with intangible assets resulting from acquisitions.

 

Total other expense. We had $2,818,762 in total other expense, net, for the nine months ended September 30, 2023, as compared to total other expense, net, of $14,580,624 for the nine months ended September 30, 2022. Total other expense, net, for the nine months ended September 30, 2023 consisted of interest expense of $3,425,318, offset by a gain on extinguishment of debt of $273,058 and other income of $333,948, while other expense, net, for the nine months ended September 30, 2022 consisted of interest expense of $14,168,479 related to interest expense in connection with common stock issued with future equity agreements and amortization of debt issuance cost and other expense of $693,614, offset by a change in fair value of derivative liability of $146,513 and a gain on extinguishment of debt of $134,956. 

 

Net loss. As a result of the cumulative effect of the factors described above, we had a net loss of $12,848,419 for the nine months ended September 30, 2023, as compared to $21,907,393 for the nine months ended September 30, 2022, a decrease of $9,058,974, or 41.35%.

 

Liquidity and Capital Resources

 

As of September 30, 2023, we had cash of $8,890. To date, we have financed our operations primarily through revenue generated from operations, bank borrowings and sales of our securities. Since our inception in 2017, we have experienced losses and as a result have continued to use cash in our operations. We have been dependent upon financing activities as we implement our acquisition strategy.

 

Our unaudited condensed consolidated financial statements have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. We have sustained recurring losses and have a deficiency in working capital of approximately $11.4 million at September 30, 2023, a net loss for the nine months ended September 30, 2023 of $12.8 million, and cash used in operating activities of $5.1 million, which raises substantial doubt about our ability to continue as a going concern. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

It is management’s opinion that current available resources will not be sufficient to fund our planned expenditures over the next 12 months from the date hereof. Accordingly, we will be dependent on the raising of additional capital through the placement of common and preferred stock as well as debt financing in order to implement our business plan. To facilitate the raising of capital we have engaged a middle market investment banking firm which has completed two equity raises on our behalf during the second quarter of 2023 and anticipates additional rounds in the near future.

 

We are also engaged with a debt placement firm which has raised capital for prior acquisitions and is anticipated to raise debt capital for pending and prospective transactions. We are currently finalizing a previously announced acquisition, the financing for which will exceed the required purchase amount, providing additional working capital. In addition, we are in the process of arranging additional substantial debt financing for general working capital purposes.

 

There is no assurance that we will be successful with future financings, and the inability to secure financings may have a material adverse effect on our financial condition.

 

 

Summary of Cash Flow

 

The following table provides detailed information about our net cash flow for the nine months ended September 30, 2023 and 2022.

 

		Nine Months Ended September 30,
		2023				2022
Net cash used in operating activities		$	(5,065,754	)		$	(7,491,867	)
Net cash used in investing activities			(3,450	)			(3,072,271	)
Net cash provided by financing activities			5,008,380				10,662,578
Net change in cash			(60,824	)			98,440
Cash and cash equivalents at beginning of period			69,714				205,093
Cash and cash equivalents at end of period		$	8,890			$	303,533

 

Our net cash used in operating activities was $5,065,754 for the nine months ended September 30, 2023, as compared to $7,491,867 for the nine months ended September 30, 2022. For the nine months ended September 30, 2023, our net loss of $12,848,419, offset by an increase in accrued expenses of $2,040,792, depreciation and amortization of $1,814,613, stock based compensation of $765,588, a decrease in inventory of $677,771 and an impairment of intangible assets of $466,737, were the primary drivers for cash used in operations. For the nine months ended September 30, 2022, our net loss of $21,907,393 and decreased inventory of $2,208,654, offset by $10,844,961 for interest expense on future equity agreements, amortization of debt issuance costs of $1,737,976, increased accounts payable of $1,597,032, depreciation and amortization of $1,375,514 and stock-based compensation of $822,626, were the primary drivers for cash used in operations.

 

Our net cash used in investing activities was $3,450 for the nine months ended September 30, 2023, which consisted of equipment purchases. For the nine months ended September 30, 2022, our net cash used in investing activities was $3,072,271, which consisted of cash paid for the acquisition of Ceautamed of $3,000,000 and $72,271 in equipment purchases.

 

Our net cash provided by financing activities was $5,008,380 for the nine months ended September 30, 2023, as compared to $10,662,578 for the nine months ended September 30, 2022. Net cash provided by financing activities for the nine months ended September 30, 2023 consisted of proceeds from the exercise of warrants of $5,425,112, proceeds from debt of $2,749,791 and proceeds from the issuance of common stock of $2,151,310, offset by repayments on debt of $5,317,833, while net cash provided by financing activities for the nine months ended September 30, 2022 consisted of net proceeds from the IPO of $12,738,288, proceeds from convertible notes and notes payable of $8,151,889 and proceeds from related parties of $390,041, offset by repayments on debt of $8,852,491, payments to related parties of $1,711,600 and payment of fees from issuance of common stock of $53,549.

 

Initial Public Offering

 

On February 16, 2022, we entered into an underwriting agreement with Dawson James Securities, Inc., as representative of the several underwriters named on Schedule I thereto, relating to our IPO of units, each unit consisting of one share of common stock, a series A warrant to purchase one share of common stock and a series B warrant to purchase one share of common stock. Pursuant to the underwriting agreement, we agreed to sell 3,200 units to the underwriters, at a purchase price per unit of $4,095.00 (the offering price to the public of $4,500.00 per unit minus the underwriters’ discount), and also agreed to grant to the underwriters a 45-day option to purchase up to 480 additional shares of common stock, up to 480 additional series A warrants, and/or up to 480 additional series B warrants, in any combination thereof, at a purchase price to the public of $4,491.00 per share and $4.50 per warrant, less underwriting discounts and commissions, solely to cover over-allotments, if any.

 

On February 18, 2022, the closing of our IPO was completed. At the closing, the underwriters partially exercised the option and purchased 459 series A warrants and 459 series B warrants. Therefore, we sold 3,200 shares of common stock, 3,659 series A warrants and 3,659 series B warrants for total gross proceeds of $14,404,128. After deducting the underwriting commission and expenses, we received net proceeds of approximately $12,684,739. We used the proceeds of the offering to pay off certain debt and plan to use the remaining net proceeds for working capital and general corporate purposes.

 

The series A warrants are exercisable until the fifth anniversary of the issuance date at an exercise price equal to $3,150.00 per share and may be exercised on a cashless basis if the issuance of common stock upon exercise of the warrants is not covered by an effective registration statement.

 

The series B warrants are exercisable until the fifth anniversary of the issuance date at an exercise price equal to $4,500.00 per share and may be exercised on a cashless basis, whereby the holder will receive one share of common stock for each series B warrant exercised. As of September 30, 2023, 3,195 of the series B warrants were exercised on a cashless basis and we issued 3,195 shares of common stock upon such exercise.

 

 

Registered Direct Offering and Related Private Placement

 

On May 2, 2023, we entered into a securities purchase agreement with an institutional investor, pursuant to which we agreed to issue and sell, in a registered direct offering, 10,512 shares of common stock and a pre-funded warrant to purchase up to 20,667 shares of common stock at an exercise price of $0.0009, at an offering price per share and pre-funded warrant of $28.845 and $28.8441, respectively. In addition, under the securities purchase agreement, we agreed to issue to the investor a warrant to purchase up to 31,178 shares of common stock at an exercise price of $27.72 per share in a concurrent private placement.

 

On May 5, 2023, the offering was completed. At closing, the investor exercised the pre-funded warrant in full. Accordingly, we issued to the investor 31,178 shares of common stock and a warrant to purchase up to 31,178 shares of common stock at an exercise price of $27.72 per share for total gross proceeds of $899,326 and net proceeds of $751,933.

 

H.C. Wainwright & Co., LLC, or the Placement Agent, acted as the exclusive placement agent in connection with this offering and received a cash fee equal to 7.5% of the gross proceeds of the offering and a management fee equal to 1% of the gross proceeds of the offering. We also agreed to reimburse the Placement Agent $30,000 for fees and expenses of its legal counsel and other out-of-pocket expenses and $15,950 for certain closing costs. In addition to the cash fees, we issued to the Placement Agent warrants to purchase up to 2,339 shares of common stock at an exercise price of $36.046 per share (or 125% of the offering price).

 

Second Registered Direct Offering and Related Private Placement

 

On May 17, 2023, we entered into a securities purchase agreement with an institutional investor, pursuant to which we agreed to issue and sell, in a registered direct offering 22,889 shares of common stock and a pre-funded warrant to purchase up to 42,100 shares of common stock at an exercise price of $0.0009, at an offering price per share and pre-funded warrant of $24.39 and $24.3891, respectively. In addition, under the securities purchase agreement, we agreed to issue to the investor a warrant to purchase up to 64,988 shares of common stock at an exercise price of $23.31 per share in a concurrent private placement.

 

On May 19, 2023, the offering was completed. At closing, the investor exercised the pre-funded warrant in full. Accordingly, we issued to the investor 64,988 shares of common stock and a warrant to purchase up to 64,988 shares of common stock at an exercise price of $23.31 per share for total gross proceeds of $1,585,057 and net proceeds of $1,074,377.

 

The Placement Agent acted as the exclusive placement agent in connection with this offering and received a cash fee equal to 7.5% of the gross proceeds of the offering and a management fee equal to 1% of the gross proceeds of the offering. We also agreed to reimburse the Placement Agent $60,000 for fees and expenses of its legal counsel and other out-of-pocket expenses and $15,950 for certain closing costs. In addition to the cash fees, we issued to the Placement Agent warrants to purchase up to 4,875 shares of common stock at an exercise price of $31.88 per share (or 125% of the offering price).

 

Outstanding Debt

 

The Company has historically funded its acquisitions and operations through debt agreements. The Company has outstanding debt of $12,909,530 at September 30, 2023. The Company has $4,404,462 of principal payments due within the next 12 months. The Company’s has not generated cash flow from operations and the repayment of debt is dependent on raising new equity transactions and new debt financings. There is no assurance that we will be successful with future financings, and the inability to secure financings may have a material adverse effect on our financial condition.

 

The following is a roll-forward of the debt balances for the nine months ended September 30, 2023:

 

Balance at December 31, 2022		$	20,558,246
Proceeds from new debt issued in 2023			2,749,791
Repayment of principal during 2023			(5,317,833	)
Amortization of debt discounts			1,150,800
Stock issued for conversion of principal of debt			(6,266,895	)
Conversion of interest to notes payable			334,950
Gain on extinguishment of debt in 2023			(273,058	)
Conversion of principal to accrued expenses			(26,471	)
Balance at September 30, 2023		$	12,909,530

 

 

Contractual Obligations

 

Our principal commitments consist mostly of obligations under the loans described above and pricing/margin structures for products established with our clients. We do not have any purchase obligations with any suppliers.

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

 

Critical Accounting Policies

 

The preparation of our unaudited condensed consolidated financial statements requires our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On a regular basis, we evaluate these estimates. These estimates are based on management’s historical industry experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.

 

We assess potential impairments to long-lived assets when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recovered. An impairment loss is recognized when the undiscounted cash flows expected to be generated by an asset (or group of assets) is less than its carrying amount. Any required impairment loss is measured as the amount by which the asset’s carrying value exceeds its fair value and is recorded as a reduction in the carrying value of the related asset. Therefore, as a result of decreased revenues within the Nexus subsidiary during the nine months ended September 30, 2023, which are not expected to recover to similar levels, we determined that a triggering event occurred requiring an impairment analysis in accordance with ASC 360. The impairment analysis resulted in the Company recognizing an impairment of the affiliate relationship asset associated with Nexus of $466,737.

 

For a description of the accounting policies that, in management’s opinion, involve the most significant application of judgment or involve complex estimation and which could, if different judgment or estimates were made, materially affect our reported financial position, results of operations, or cash flows, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the Securities and Exchange Commission, or the SEC, on March 31, 2023.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

Not applicable.

 

ITEM 4. CONTROLS AND PROCEDURES.

 

Evaluation of Disclosure Controls and Procedures

 

As required by Rules 13a-15(b) and 15d-15(b) of the Exchange Act, our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures As of September 30, 2023. The term “disclosure controls and procedures” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, despite a certain deficiency in our internal controls over financial reporting, our disclosure controls and procedures were effective as of September 30, 2023.  The deficiency related to non-routine transactions related to business combinations and impairment of intangible assets.

 

In response to the deficiency described above, during the quarter ended September 30, 2023, we performed additional analysis and other post-closing procedures to ensure our financial statements were prepared in accordance with United States generally accepted accounting principles. Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.

 

Changes in Internal Control Over Financial Reporting

 

There were no changes in our internal control over financial reporting or in any other factors that could significantly affect these controls during the three months ended September 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

PART II

OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS.

 

From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these, or other matters, may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

 

ITEM 1A. RISK FACTORS.

 

Not applicable.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

 

We have not sold any equity securities during the three months ended September 30, 2023 that were not previously disclosed in a current report on Form 8-K that was filed during the quarter, except that on August 29, 2023, we issued 15,083 shares of common stock to a note holder as compensation for amending the note.

 

We did not repurchase any shares of our common stock during the three months ended September 30, 2023.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

Not applicable.

 

ITEM 5. OTHER INFORMATION.

 

None.

 

 

ITEM 6. EXHIBITS.

 

Exhibit No.		Description
3.1		Articles of Incorporation of Smart for Life, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on April 13, 2023)
3.2		Certificate of Amendment to Articles of Incorporation of Smart for Life, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on April 28, 2023)
3.3		Certificate of Change of Articles of Incorporation of Smart for Life, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on August 8, 2023)
3.4		Certificate of Change of Articles of Incorporation of Smart for Life, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on November 2, 2023)
3.5		Certificate of Designation of Series B Preferred Stock (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on May 30, 2023)
3.6		Bylaws of Smart for Life, Inc. (incorporated by reference to Exhibit 3.3 to the Current Report on Form 8-K filed on April 13, 2023)
4.1		Common Stock Purchase Warrant issued by Smart for Life, Inc. to Anson East Master Fund LP on May 31, 2023 (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-3 filed on June 5, 2023)
4.2		Common Stock Purchase Warrant issued by Smart for Life, Inc. to Anson Investments Master Fund LP on May 31, 2023 (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-3 filed on June 5, 2023)
4.3		Common Stock Purchase Warrant issued by Smart for Life, Inc. to District 2 Capital Fund LP on May 31, 2023 (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-3 filed on June 5, 2023)
4.4		Common Stock Purchase Warrant issued by Smart for Life, Inc. to Ionic Ventures, LLC on May 31, 2023 (incorporated by reference to Exhibit 4.4 to the Registration Statement on Form S-3 filed on June 5, 2023)
4.5		Common Stock Purchase Warrant issued by Smart for Life, Inc. to Sabby Volatility Warrant Master Fund, Ltd. on May 31, 2023 (incorporated by reference to Exhibit 4.5 to the Registration Statement on Form S-3 filed on June 5, 2023)
4.6		Placement Agent Common Stock Purchase Warrant issued by Smart for Life, Inc. to Charles Worthman on May 31, 2023 (incorporated by reference to Exhibit 4.6 to the Registration Statement on Form S-3 filed on June 5, 2023)
4.7		Placement Agent Common Stock Purchase Warrant issued by Smart for Life, Inc. to Craig Schwabe on May 31, 2023 (incorporated by reference to Exhibit 4.7 to the Registration Statement on Form S-3 filed on June 5, 2023)
4.8		Placement Agent Common Stock Purchase Warrant issued by Smart for Life, Inc. to Michael Vasinkevich on May 31, 2023 (incorporated by reference to Exhibit 4.8 to the Registration Statement on Form S-3 filed on June 5, 2023)
4.9		Placement Agent Common Stock Purchase Warrant issued by Smart for Life, Inc. to Noam Rubinstein on May 31, 2023 (incorporated by reference to Exhibit 4.9 to the Registration Statement on Form S-3 filed on June 5, 2023)
4.10		Common Stock Purchase Warrant issued by Smart for Life, Inc. to Armistice Capital Master Fund Ltd. on May 19, 2023 (incorporated by reference to Exhibit 4.10 to the Registration Statement on Form S-3 filed on June 5, 2023)
4.11		Placement Agent Common Stock Purchase Warrant issued by Smart for Life, Inc. to Charles Worthman on May 19, 2023 (incorporated by reference to Exhibit 4.11 to the Registration Statement on Form S-3 filed on June 5, 2023)
4.12		Placement Agent Common Stock Purchase Warrant issued by Smart for Life, Inc. to Craig Schwabe on May 19, 2023 (incorporated by reference to Exhibit 4.12 to the Registration Statement on Form S-3 filed on June 5, 2023)
4.13		Placement Agent Common Stock Purchase Warrant issued by Smart for Life, Inc. to Michael Vasinkevich on May 19, 2023 (incorporated by reference to Exhibit 4.13 to the Registration Statement on Form S-3 filed on June 5, 2023)
4.14		Placement Agent Common Stock Purchase Warrant issued by Smart for Life, Inc. to Noam Rubinstein on May 19, 2023 (incorporated by reference to Exhibit 4.14 to the Registration Statement on Form S-3 filed on June 5, 2023)
4.15		Common Stock Purchase Warrant issued by Smart for Life, Inc. to Armistice Capital Master Fund Ltd. on May 5, 2023 (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-3 filed on May 5, 2023)

 

 

4.16		Placement Agent Common Stock Purchase Warrant issued by Smart for Life, Inc. to H.C. Wainwright & Co., LLC on May 5, 2023 (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-3 filed on May 5, 2023)
4.17		Common Stock Purchase Warrant issued by Smart for Life, Inc. to Dawson James Securities, Inc. on December 8, 2022 (incorporated by reference to Exhibit 4.21 to the Current Report on Form 8-K filed on December 9, 2022)
4.18		Common Stock Purchase Warrant issued by Smart for Life, Inc. to Dawson James Securities, Inc. on December 8, 2022 (incorporated by reference to Exhibit 4.22 to the Current Report on Form 8-K filed on December 9, 2022)
4.19		Common Stock Purchase Warrant issued by Smart for Life, Inc. to Robert D. Keyser, Jr. on December 8, 2022 (incorporated by reference to Exhibit 4.23 to the Current Report on Form 8-K filed on December 9, 2022)
4.20		Common Stock Purchase Warrant issued by Smart for Life, Inc. to James Hopkins on December 8, 2022 (incorporated by reference to Exhibit 4.24 to the Current Report on Form 8-K filed on December 9, 2022)
4.21		Warrant Agent Agreement, dated February 16, 2022, between Smart for Life, Inc. and VStock Transfer, LLC and Forms of Warrants (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on February 23, 2022)
4.22		Warrant issued by Smart for Life, Inc. to Joseph Xiras on January 13, 2022 (incorporated by reference to Exhibit 4.21 to Amendment No. 2 to Registration Statement on Form S-1/A filed on January 21, 2022)
4.23		Warrant issued by Smart for Life, Inc. to Leonite Fund I, LP on January 13, 2022 (incorporated by reference to Exhibit 4.22 to Amendment No. 2 to Registration Statement on Form S-1/A filed on January 21, 2022)
4.24		Warrant issued by Smart for Life, Inc. to Laurie Rosenthal on January 7, 2022 (incorporated by reference to Exhibit 4.20 to Amendment No. 2 to Registration Statement on Form S-1/A filed on January 21, 2022)
4.25		Warrant issued by Smart for Life, Inc. to Robert Rein on January 3, 2022 (incorporated by reference to Exhibit 4.19 to Amendment No. 2 to Registration Statement on Form S-1/A filed on January 21, 2022)
4.26		Warrant issued by Smart for Life, Inc. to Thomas L Calkins II and Diane M Calkins JTIC on December 27, 2021 (incorporated by reference to Exhibit 4.18 to Amendment No. 2 to Registration Statement on Form S-1/A filed on January 21, 2022)
4.27		Warrant issued by Smart for Life, Inc. to Ryan Hazel on December 23, 2021 (incorporated by reference to Exhibit 4.17 to Amendment No. 2 to Registration Statement on Form S-1/A filed on January 21, 2022)
4.28		Amended and Restated Warrant issued by Smart for Life, Inc. to Dawson James Securities, Inc. on February 1, 2022 (incorporated by reference to Exhibit 4.25 to Amendment No. 3 to Registration Statement on Form S-1/A filed on February 2, 2022)
4.29		Warrant issued by Smart for Life, Inc. to Dawson James Securities, Inc. on July 1, 2021 (incorporated by reference to Exhibit 4.23 to Amendment No. 3 to Registration Statement on Form S-1/A filed on February 2, 2022)
4.30		Warrant issued by Smart for Life, Inc. to Dawson James Securities, Inc. on July 1, 2021 (incorporated by reference to Exhibit 4.24 to Amendment No. 3 to Registration Statement on Form S-1/A filed on February 2, 2022)
4.31		Common Stock Purchase Warrant issued by Smart for Life, Inc. to Peah Capital, LLC on December 18, 2020 (incorporated by reference to Exhibit 4.14 to the Registration Statement on Form S-1 filed on December 16, 2021)
4.32		Amendment No 1 to Common Stock Purchase Warrant, dated June 30, 2021, between Smart for Life, Inc.  and Peah Capital, LLC (incorporated by reference to Exhibit 4.15 to the Registration Statement on Form S-1 filed on December 16, 2021)
31.1*		Certifications of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certifications of Principal Financial and Accounting Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certifications of Principal Executive Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certifications of Principal Financial and Accounting Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

*	Filed herewith

**	Furnished herewith

 

 

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 thereunto duly authorized.

 

Date: November 20, 2023	SMART FOR LIFE, INC.
	/s/ Darren C. Minton
	Name:	Darren C. Minton
	Title:	Chief Executive Officer
	(Principal Executive Officer)
	/s/ Alan B. Bergman
	Name:	Alan B. Bergman
	Title:	Chief Financial Officer
	(Principal Financial and Accounting Officer)

 

 

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