Full Press Release Details
for Life Announces Closing of $1.58 Million Registered Direct Offering
At-The-Market Under Nasdaq Rules
May 19, 2023 (GLOBE NEWSWIRE) - Smart for Life, Inc. (Nasdaq: SMFL) ("Smart for Life" or the "Company"),
a high growth global leader in the Health & Wellness sector marketing and manufacturing nutritional foods and supplements worldwide,
today announced that it has closed its previously announced registered direct offering for the purchase and sale of 584,892 shares of
the Company's common stock (or common stock equivalents) at a purchase price of $2.71 per share of common stock priced at-the-market
under Nasdaq rules. In addition, in a concurrent private placement, the Company issued unregistered common stock purchase warrants (the
"Warrants"). The Warrants to purchase up to 584,892 shares of common stock have an exercise price of $2.59 per share and
are immediately exercisable for a period of five and one-half years following issuance.
Wainwright & Co. acted as the exclusive placement agent for the offerings.
gross proceeds to the Company from these offerings were approximately $1.58 million, 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.
shares of common stock (and common stock equivalents) described above were offered by the Company pursuant to a "shelf" registration
statement on Form S-3 (File No. 333-271052) previously filed with the Securities and Exchange Commission (the "SEC") and
declared effective by the SEC on April 10, 2023. The offering of the shares of common stock (and common stock equivalents) were made
only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final prospectus
supplement and accompanying prospectus relating to the registered direct offering was filed with the SEC. Electronic copies of the final
prospectus supplement and accompanying prospectus may be obtained on the SEC's website at http://www.sec.gov or by contacting H.C.
Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at (212) 865-5711 or e-mail at placements@hcwco.com.
Warrants described above were issued in a concurrent private placement under Section 4(a)(2) of the Securities Act of 1933, as amended
(the "Securities Act"), and Regulation D promulgated thereunder and, along with the shares of common stock underlying the
Warrants, have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the Warrants and underlying
shares of common stock may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable
exemption from the registration requirements of the Securities Act and such applicable state securities laws.
press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale
of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration
or qualification under the securities laws of any such state or other jurisdiction.
Smart for Life, Inc.
for Life, Inc. (Nasdaq: SMFL) is engaged in the development, marketing, manufacturing, acquisition, operation and sale of a broad spectrum
of nutritional and related products with an emphasis on health & wellness. Structured as a publicly held global holding company,
the Company is 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 annualized revenues by the fourth quarter of 2026. To drive
growth and earnings, Smart for Life is developing proprietary products as well as acquiring other profitable companies, encompassing
brands, manufacturing and distribution channels. The Company currently operates five subsidiaries including Doctors Scientific Organica,
Nexus Offers, Bonne Sant Natural Manufacturing, GSP Nutrition and Ceautamed Worldwide. For more information about Smart for Life,
please visit: www.smartforlifecorp.com.
press release may contain information about our views of future expectations, plans and prospects that constitute forward-looking statements.
All forward-looking statements are based on management's beliefs, assumptions and expectations of Smart for Life's future
economic performance, taking into account the information currently available to it. These statements are not statements of historical
fact. Although Smart for Life believes the expectations reflected in such forward-looking statements are based on reasonable assumptions,
it can give no assurance that its expectations will be attained. Smart for Life does not undertake any duty to update any statements
contained herein (including any forward-looking statements), except as required by law. No assurances can be made that Smart for Life
will successfully acquire its acquisition targets. Forward-looking statements are subject to a number of factors, risks and uncertainties,
some of which are not currently known to us, that may cause Smart for Life's actual results, performance or financial condition
to be materially different from the expectations of future results, performance or financial position. Actual results may differ materially
from the expectations discussed in forward-looking statements. Factors that could cause actual results to differ materially from expectations
include general industry considerations, regulatory changes, changes in local or national economic conditions and other risks set forth
in "Risk Factors" included in our filings with the Securities and Exchange Commission.