As filed with the Securities and Exchange Commission on July 19, 2023

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE

SECURITIES ACT OF 1933

Laird Superfood, Inc.

(Exact name of registrant as specified in its charter)

LAIRD SUPERFOOD, INC. 2020 OMNIBUS INCENTIVE PLAN

(Full title of the plan)

Anya Hamill

5303 Spine Road, Suite 204

Boulder, Colorado 80301

(541) 588-3600

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With Copies to:

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.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐

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REGISTRATION OF ADDITIONAL SECURITIES

This Registration Statement on Form S-8 (this “Registration Statement”) is being filed with the Securities and Exchange Commission (the “Commission”) by Laird Superfood, Inc. (the “Registrant”) for the purpose of registering an aggregate of 2,883,532 additional shares of common stock, par value $0.001 per share (the “Shares”), for issuance under the Registrant’s 2020 Omnibus Incentive Plan (the “2020 Plan”), comprised of: (i) 2,250,000 Shares currently issuable or that may become issuable under the 2020 Plan pursuant to Section 4.1 thereof, which provides for an annual increase in the number of shares reserved for issuance under the 2020 Plan; and (ii) 633,532 Shares that became available for issuance under the 2020 Plan as a result of forfeitures of outstanding awards pursuant to Section 4.3(c) of the 2020 Plan.

Pursuant to General Instruction E of Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registrant’s Registration Statement on Form S-8 filed with the Commission on September 23, 2020 (File No. 333-248985), as amended by Post-Effective Amendment No. 1 thereto filed the Commission on May 2, 2023, to the extent not modified or replaced hereby or by any subsequently filed document which is incorporated by reference herein or therein (the “Prior Registration Statement”). The Shares being registered pursuant to this Registration Statement are the same class as other securities for which the Prior Registration Statement relating to the 2020 Plan was filed with the Commission.

Item 8. Exhibits.

________________________

* Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boulder, State of Colorado, on July 19, 2023.

LAIRD SUPERFOOD, INC.

By: /s/ Jason Vieth

Jason Vieth

Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the date indicated.

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