Smart for Life (SMFL) today announced that it has entered into a definitive agreement with a single institutional investor for the purchase and sale of 280,601 shares of the Company’s common stock (or common stock equivalents) at a purchase price of $3.205 per share of common stock in a registered direct offering priced at-the-market under Nasdaq rules. In addition, in a concurrent private placement, the Company will issue to the investor unregistered common stock purchase warrants (the “Warrants”). The Warrants to purchase up to 280,601 shares of common stock have an exercise price of $3.08 per share and are immediately exercisable for a period of five and one-half years following issuance. The closing of the registered direct offering and the concurrent private placement is expected to occur on or about May 5, 2023, subject to the satisfaction of customary closing conditions.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offerings.

The gross proceeds to the Company from these offerings are expected to be approximately $900,000, before deducting the placement agent’s fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from these offerings for working capital and other general corporate purposes.