Smart for Life, Inc. (NasdaqCM:SMFL) has executed a definitive agreement to acquire Purely Optimal Nutrition for $11.9 million on April 8, 2024. Consideration consists of (i) $7,859,579.66 in cash and (ii) $4,106,386.44 payable as 18,414 newly issued shares of series D convertible preferred stock of the Company (the ? Preferred Stock ?), a new series of preferred stock, subject to certain adjustments described as The Purchase Price is based upon a six (6) times multiple of an estimated EBITDA of $1,467,073.35 for the twelve-month period ending on November 30, 2023 (the ?

Reconstructed EBITDA ?). The Purchase Price will be adjusted upwards or downwards based upon the difference between (i) six (6) times the Reconstructed EBITDA and the Purchase Price and (ii) the Estimated Inventory Payment (as defined in the Purchase Agreement) and the actual amount of Inventory (as defined in the Purchase Agreement) on the closing date. The adjusted Purchase Price will be allocated among the cash portion of the Purchase Price and the Preferred Stock based on the percentage of the Purchase Price that each such component of consideration makes up as described above.

In addition, the cash portion of the Purchase Price will be decreased by the amount of any outstanding indebtedness of Purely Optimal for borrowed money existing as of the closing date and any unpaid transaction expenses. The acquisition subject to financing and customary closing conditions and is expected to close within the next eight weeks.